Common use of Title to Properties; Encumbrances Clause in Contracts

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The As of the Effective Date, the Acquired Company does not currently own, nor has it ever owned own (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list as of the Effective Date of all (A) the Assets that the Acquired Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since from the date of the Balance Sheet through the Effective Date (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Acquired Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of the Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Except as disclosed in Section 3.14 of the Seller Parties Company Disclosure Schedule contains a complete and accurate list of all (A) the Assets that Schedule, the Company purports to own, including all and each of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetCompany Subsidiaries has good, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good valid and marketable title (or leasehold titleto, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of the Acquired Assets except where the failure to have such good, valid and marketable title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (ia) mortgages or security interests shown on Liens reflected in the Balance Sheet consolidated balance sheet of the Company and its consolidated Subsidiaries as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet Date, (such mortgages b) Liens consisting of zoning or planning restrictions, easements, permits and security interests being limited to other restrictions or limitations on the use of real property or assets so acquired)irregularities in title thereto, with respect to which no default (do not materially impair the value of such properties or event that, with notice the use of such properties by the Company or lapse any of time or both, would constitute a default) existsthe Company Subsidiaries in the operation of its respective business, (iiic) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedue and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) purchase money Liens incurred in the ordinary course of business, and (ive) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement materialmen’s, mechanics’, carriers’, workmens’, warehousemens’, repairmens’ and (v) Encumbrances incurred other like Liens arising in the Ordinary Course ordinary course of the Business, consistent with past practicebusiness, or created by deposits to retain the express provisions release of such Liens (the Contractsforegoing Liens (a)-(e), “Permitted Liens”). The Company and each of the type identified on Part 3.6 Company Subsidiaries is in compliance with the terms of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”)all material leases of Acquired Assets to which it is a party. All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and material leases are in good working orderfull force and effect, ordinary wear and tear exceptedthe Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. The Acquired Assets are sufficient to conduct the ADS Business as currently conducted as a division of the Company. The Company’s general ledger attached to the Contribution Agreement is complete and accurate in all material respects as of the date hereof and, after being updated between the date hereof and the Acceptance Date, will be complete and accurate in all material respects as of the Acceptance Date.

Title to Properties; Encumbrances. The Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which each Acquired Company does not currently own, nor has it ever owned (a) any acquired all real property, (b) any leasehold leaseholds, or other interests or (c) any buildingsowned by it, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or each Acquired Company and relating to such property or interests. Each Acquired Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by such Acquired Company purports to ownor reflected as owned in the books and records of such Acquired Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the each Acquired Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of each Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusine ss), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter]. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course use of the Business, consistent with past practiceproperty subject thereto, or created by impairs the express provisions operations of the Contractsany Acquired Company, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.and

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Each of the Seller Parties Disclosure Schedule contains a complete Company and accurate list of all (A) the Assets that the Company Subsidiaries has good, valid and marketable title to all the properties and assets which it purports to ownown (real, including personal and mixed, tangible and intangible), including, without limitation, all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date having an aggregate book value not in excess of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and $10,000 sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), and all the properties and assets purchased by the Company and Company Subsidiaries since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-short term investments) are listed in Part 3.6 Section 3.10 of the Seller Parties Disclosure Schedule. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or event thatimpair the use of the property subject thereto, or impair the operations of the Company or any Company Subsidiary and which have arisen only in the ordinary course of business and consistent with notice or lapse past practice since the date of time or both, would constitute a default) exists, the Balance Sheet; and (iiic) liens for current taxes not yet due. The rights, properties and (iv) Encumbrances pursuant other assets presently owned, leased or licensed by the Company and/or the Company Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company and the Company Subsidiaries to conduct their businesses in all material respects in the same manner as their businesses have been conducted prior to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepteddate hereof.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. a. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Companies and relating to such property or interests. b. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner Letter. c. All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, , (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (iii) liens for current taxes not yet due, and and (iv) Encumbrances pursuant with respect to real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and (as defined belowB) zoning laws and other land use restrictions that do not impair the present or anticipated use of the Facility Agreement and property subject thereto. (v) Encumbrances incurred in All buildings, plants, and structures owned by the Ordinary Course Acquired Companies lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by the Acquired Company or reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements and the Interim Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetFinancial Statements and the Interim Financial Statements, as the case may be, in the Ordinary Course of BusinessBusiness or as set forth in the Contemplated Transactions), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet Financial Statements in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet Financial Statements and the Interim Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet Financial Statements or the Interim Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet Interim Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) default exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) None of the Acquired Companies owns any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.6 of the Seller Parties Parent Disclosure Schedule contains a complete and accurate list of all real property leased by any Acquired Company (A) the Assets that “Properties”). Except for rent and other charges, provisions for which have been included in the Company purports to ownClosing Working Capital Statement, including all none of the Acquired Companies has any actual or contingent liability in respect of the Properties nor any real properties that were previously owned, occupied or used by the Acquired Companies or has given any guarantee or indemnity for any liability relating to any real property. The Acquired Companies have no inventory as such term is defined by UK GAAP. The Acquired Companies own all the personal properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.16 of the Seller Parties Parent Disclosure Schedule and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the . All material properties and assets purchased or otherwise acquired by of the Company since Acquired Companies (the cost of which is reflected in the Interim Financial Statements (as of the date of such statements)) are reflected on the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances (other than Permitted Encumbrances). The properties and are not, assets reflected in the case Interim Balance Sheet together with all assets validly leased by the Acquired Companies are sufficient in all material respects for the conduct of real propertythe business of the Acquired Companies as presently conducted. Except as set forth on Part 4.6 of the Parent Disclosure Schedule, subject (a) Parent does not own any interests in any of the properties or assets reflected in the Interim Balance Sheet or otherwise used by the Acquired Companies; and (b) the Acquired Companies do not receive any services, support, coverage or other assistance from Parent in the operation of the business of the Acquired Companies. (b) None of the Acquired Companies have received any notice, order or proposal, and have no Knowledge of any, which adversely affect the value or use or enjoyment of any of the Properties or access to or from any rights of way, building use restrictions, exceptions, variances, reservationsthem. (c) The properties identified as Properties 1-4 (inclusive) in Part 4.6 of the Parent Disclosure Schedule are not held on terms that would allow any landlord to change those terms, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on terminate the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date right of the Balance Sheet (such mortgages and security interests being limited Acquired Companies to the property or assets so acquired)hold those properties, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course by reason of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedContemplated Transactions.

Title to Properties; Encumbrances. The Schedule 5.6 contains a list of all Real Property, Leased Real Property, or other interests in Real Property owned by Company. Except as set forth in Schedule 5.6, Company does not currently own, nor has it ever owned owns (a) any with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (bwhether real, personal, or mixed and whether tangible or intangible) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company it purports to ownown or reflected as owned in the books and records of Company, including all of the properties and assets reflected in the Balance Sheet and the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 5.6 and personal property sold since the date of the Balance Sheet and the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired property, inventory and sold other assets acquired, sold, consumed or disposed of since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet duedue or which are contested in good faith by appropriate proceedings, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or materially impairs the Facility Agreement use of the property subject thereto, or materially impairs the operations of Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not materially impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by Company lie wholly within the boundaries of the real property owned by Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownhas good, nor has valid and marketable title to all the properties and assets which it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownown (real, including personal and mixed, tangible and intangible), including, without limitation, all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date having an aggregate book value not in excess of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and $1,000 sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), and all the properties and assets purchased by the Company since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsinventory) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.15. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and, except as disclosed in Schedule 3.15, all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or event thatimpair the use of the property subject thereto, or impair the operations of the Company and which have arisen only in the ordinary course of business and consistent with notice or lapse past practice since the date of time or both, would constitute a default) exists, the Balance Sheet; and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Acquiror Disclosure Schedule contains sets forth all real property owned or leased by Acquiror and the Acquiror Subsidiaries (the "Acquiror Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Acquiror Current Reports and as described in clause (ii) below: (i) each of Acquiror and the Acquiror Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including as applicable, all of the its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all Acquiror Real Property and all other properties and assets reflected in the Balance Sheet consolidated balance sheet of Acquiror and the Acquiror Subsidiaries at June 30, 1998 included in the Acquiror Form 10-Q for the quarter ended June 30, 1998 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practice since June 30, which subsequently purchased 1998) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Acquiror Subsidiary and a joint venture entity in which Acquiror is a limited partner or a managing member (as identified in Section 3.21 of the Acquiror Disclosure Schedule) and easements and restrictions of record, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto and do not impair the operations of Acquiror and the Acquiror Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with without notice or lapse the passage of time or both, would constitute a defaultdefault under such lease) exists, (ii) mortgages or security interests incurred which would have a Material Adverse Effect on Acquiror. Except as set forth in connection with the purchase of property or assets after the date Section 3.21 of the Balance Sheet (Acquiror Disclosure Schedule, Acquiror and the Acquiror Subsidiaries have obtained owner's title insurance on all of the Acquiror Real Property owned by Acquiror or any Acquiror Subsidiary, in each case insuring good and marketable fee simple title to such mortgages and security interests being limited Acquiror Real Property, in an amount at least equal to the property or aggregate value of such Acquiror Real Property together with all improvements thereon. Except as would not cause a Material Adverse Effect on Acquiror, all of the properties and assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet dueAcquiror and the Acquiror Subsidiaries are in good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently ownhas --------------------------------- good, nor has valid and marketable title to all the properties and assets which it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownown (real, including personal and mixed, tangible and intangible), including, without limitation, all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsinventory) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet have a fair market or realizable value at least equal to the value thereof as reflected therein, and all such properties and assets are free and clear of all Encumbrances mortgages, title defects or objections, liens, claims, charges, security interests or other encumbrances of any nature whatsoever including, without limitation, leases, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests obligations and liens incurred in connection with the purchase of property or assets and/or assets, if such purchase was effected after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired)Sheet, with respect to which no default exists; (b) minor imperfections of title, if any, none of which are substantial in amount, materially detract from the value or event thatimpair the use of the property subject thereto, or impair the operations of the Company and which have arisen only in the ordinary course of business and consistent with notice or lapse past practice since the date of time or both, would constitute a default) exists, the Balance Sheet; and (iiic) liens for current taxes not yet due. The rights, properties and (iv) Encumbrances pursuant other assets presently owned, leased or licensed by the Company and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit the Company to conduct its business in all material respects in the same manner as its business has been conducted prior to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepteddate hereof.

Title to Properties; Encumbrances. The Company does not currently ownNone of the Companies owns any fee simple interest in real estate or any options to acquire such interests. Schedule 3.6 hereof contains a complete Schedule of all real property leaseholds held by the Companies, nor has it ever owned (a) any real including the property, (b) any the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. The Seller Parties and/or the Companies have delivered to Buyer copies of the leases by which the Companies hold real property interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 in the possession of the Seller Parties Disclosure Schedule contains or the Companies and relating to such property or interests. The copies of such leases delivered to Buyer contain all the agreements between a complete lessor and accurate list the applicable Company respecting the terms and conditions of such Company's lease of the premises subject to such lease agreements. Other than with respect to the Intellectual Property Assets which shall be subject to representations and warranties in Section 3.22, the Companies hold good title, or leasehold title, as applicable, subject only to the matters permitted by the following sentence and otherwise herein, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the Assets that operation of the Company purports to ownBusiness, including all of the properties and assets reflected in the Balance Sheet 2002 Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the Balance Sheet, as the case may be, 2002 Financial Statements in the Ordinary Course of Business), ) and (B) all of the properties and assets purchased or otherwise acquired by the Company Companies since the date of the Balance Sheet 2002 Financial Statements (except for personal property acquired and sold since the date of the Balance Sheet 2002 Financial Statements in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Schedule 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet 2002 Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet 2002 Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet 2002 Financial Statements (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”c). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Statement contains a complete and accurate list of all real estate property and leaseholds owned by any Cinemex Company. Sellers have made available to Buyers copies of the deeds and other instruments by which the Cinemex Companies acquired or leased such real estate property and other interests. The Cinemex Companies own (Awith title under applicable law in the case of real estate property, subject only to the matters permitted by the following sentence) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed whether real estate property, personal property or not required mixed and whether tangible or intangible) that they purport to be disclosed own. Except as set forth in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetStatement, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired owned by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Sellers are free and clear of all Encumbrances (other than assets having as of the Closing Date, individually or in the aggregate, a fair market value of $7’500,000 pesos or less and Permitted Encumbrances) and are not, in the case of real estate property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes Taxes not yet due, (b) Encumbrances, none of which is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of any Cinemex Company, and (ivc) Encumbrances pursuant with respect to real estate property, zoning laws that do not impair the Pledge Agreement (as defined below) present or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule property subject thereto (together, the “Permitted Encumbrances”). All buildings, plants and structures owned by the Cinemex Companies lie wholly within the boundaries of the real estate property owned or leased by the Cinemex Companies and do not encroach upon the property of, or otherwise materially conflict with the property rights of any other Person. Part 3.6 of the Disclosure Statement also sets forth a list of the properties of each Cinemex Company in which as of the date hereof (i) construction works are being conducted on behalf of each such assets are suitable Cinemex Company for the uses to which they are being put development, maintenance or have been put remodeling of a theatre (other than minor construction works carried-out in the Ordinary Course of Business and are in good working orderBusiness), ordinary wear and tear exceptedor (ii) each such Cinemex Company operates, directly or indirectly, a theatre.

Title to Properties; Encumbrances. The Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company does not currently own, nor has it ever owned (a) any acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company own (bwith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) any leasehold interests all the properties and assets (whether real, personal, or (cmixed and whether tangible or intangible) any buildings, plants, structures and/or equipment. Part 3.6 that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownCompany, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any The Acquired Companies own (with good and marketable fee title in the case of real property, subject only to the matters permitted by Section 2.6(b)), all the properties and assets (bwhether real, personal, or mixed and whether tangible or intangible) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownAcquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 2.6 of the Seller Parties Disclosure Schedule Letter and personal property properties and assets sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property properties and assets acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business Business) up to and consistent with past practice)including the Closing Date as reflected on the Closing Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) having an individual value in excess of $50,000.00 are listed in Part 3.6 2.6 of the Seller Parties Disclosure Schedule. The Company is Letter. (b) Except as set forth in Part 2.6 of the sole owner Disclosure Letter, all properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Closing Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any boundary disputes, rights of way, building easements, building, mining or other use restrictions, exceptions, variances, or reservations, (but, with respect to Canadian real property, such property is subject to reservations in the original or limitations any subsequent grant from the Crown), of any nature nature, except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet and as updated through Closing, as reflected on the Closing Balance Sheet, as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (default, or event that, with notice or lapse of time or both, would is reasonably likely to constitute a default) default exists, (iii) liens for current taxes and assessments not yet due, or in the case of real property due but not yet delinquent, and (iv) Encumbrances pursuant with respect to real property, (x) easements or restrictions which, individually or in the aggregate, would not have a Material Adverse Effect on the use of such real property by the Acquired Company for the purposes for which it is intended, and (y) current zoning laws and other land use restrictions. (c) Part 2.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned or leased by any Acquired Company. The Acquired Companies have already delivered or made available to Buyers copies of the recorded deeds by which the Acquired Companies acquired fee title to all such real property owned by the Acquired Companies and copies of fully executed leases pertaining to real property currently leased by the Acquired Companies. FCC and the Acquired Companies will deliver, prior to the Pledge Agreement Closing Date, copies of all title insurance policies, opinions, abstracts, permits, certificates, plans (as defined below) or the Facility Agreement including all reclamation plans), studies, investigations, reports and (v) Encumbrances incurred surveys in the Ordinary Course possession of any Acquired Company or Seller and relating to the ownership, use or operation of such real property. (d) Except as set forth in Part 2.6 of the BusinessDisclosure Letter, consistent with past practiceno Acquired Company has received notice of a proposed general plan amendment, zone reclassification, modification, expiration or cancellation of any conditional use permit or other public land use action which would affect any part of the real property owned or leased by any Acquired Company. No current use of the real property owned or leased by any Acquired Company, or created any currently anticipated future use, conflicts with any present general plan or zoning classification or use permit which affects any part of such real property. All buildings, plants and structures owned by any of the Acquired Companies lie wholly within the legal boundaries of the real property owned by or leased by such Acquired Company and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. Except as set forth on Part 2.6 of the Disclosure Letter, no Acquired Company has received or been threatened with any notice or communication of any violation of any Legal Requirement pertaining to the real property owned or leased by any Acquired Company, including without limitation, environmental regulations affecting the Property. No commitment to or agreement with any Governmental Body exists which could affect such real property, including but not limited to any dedication agreement, operation restrictions, and formation of any special assessment or taxing district, except as disclosed in this Agreement. None of such real property is located in an area designated as (i) having special flood hazards on any official flood hazard map published by the express provisions United States Department of Housing and Urban Development (except as may pertain to possible 100 year flood plan status), or (ii) a wetland area on any official wetland inventory map published by the United States Department of the ContractsInterior, each of or similar state law. Each real property owned or leased by any Acquired Company has valid legal access to a public street or road and no restrictions exist pertaining to truck traffic to and from such real property except for general vehicular registrations governing speed and weight limits. The buildings and structures located on any real property owned, leased, or used by the Acquired Companies have not been insulated with a urea formaldehyde foam type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedinstallation.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 and each of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and its Subsidiaries has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notand, in the case of real property, subject to any rights valid and marketable title to, or, in the case of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Company Audit Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsdefaults that are not material, (ii) mortgages defaults for which the grace or security interests incurred in connection with cure period has not expired and which are reasonably capable of cure during the purchase of property cure period or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duedefaults which have been cured. All such material leases are in full force and effect, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement Company and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All Company Subsidiaries enjoys peaceful and undisturbed possession under all such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedmaterial leases.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete correct street address and accurate list tax parcel identification number of all tracts, parcels and subdivided lots included in the Real Property. (b) Part 3.6 of the Disclosure Letter contains a correct street address and tax parcel identification number of all tracts, parcels and subdivided lots in which any Acquired Company has a leasehold interest and an accurate description (by location, name of lessor, date of lease and term expiry date) of all leases of Real Property. (c) The Acquired Companies have provided the Buyer with true and correct copies of all existing title policies (the “Existing Policies”) related to the Real Property. (d) Except as set forth in Part 3.6 of the Disclosure Letter, the Acquired Companies have not subleased any Real Property. Clayco has delivered or made available to Buyer copies of any instruments (as recorded, if applicable) by which the Acquired Companies acquired such leaseholds and interests and copies of all opinions, abstracts, and surveys in the possession of the Acquired Companies and relating to such leaseholds or interests. True and complete copies of (A) all deeds and surveys of or pertaining to the Assets Real Property and in the possession of the Acquired Companies and (B) all instruments, agreements and other documents listed in the Existing Policies or described in Part 3.6 of the Disclosure Letter have been delivered to the Buyer. (e) The Acquired Companies own all the assets (whether tangible or intangible) that they purport to own and as reflected as owned in the Company purports to ownbooks and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practicepractice and except for any Real Property that Acquired Companies have acquired in the Ordinary Course of Business by foreclosure or by deed in lieu thereof), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets All material assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Primal Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.6 of the Seller Parties Primal Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the leases and other instruments (Aas recorded, if applicable) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property leaseholds, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory inventory, supplies, equipment items not properly treated as capital assets and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) easements and minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Xxxxx owns (a) any with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (bwhether real, personal, or mixed and whether tangible or intangible) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports they purport to own, including all of the properties and assets reflected in the Xxxxx Balance Sheet and the Xxxxx Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Xxxxx since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Xxxxx Balance Sheet and the Xxxxx Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Xxxxx Balance Sheet or the Xxxxx Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Xxxxx or any of its Subsidiaries, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by Xxxxx and its Subsidiaries lie wholly within the boundaries of the real property owned by Xxxxx and its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownExcept as described in the following sentence, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 each of the Seller Parties Disclosure Schedule contains Company and its Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including all of its material properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all the properties and assets reflected in the Balance Sheet consolidated balance sheet of the Company and its Subsidiaries as of August 31, 1996 included in the Company's Quarterly Report on Form 10-Q for the period ended on such date (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practices since August 31, which subsequently purchased 19. None of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayLiens (whether absolute, building use restrictionsaccrued, exceptionscontingent or otherwise), variancesexcept (i) as specifically set forth in the Company SEC Reports; (ii) Liens for taxes, reservations, assessments or limitations of any nature exceptother governmental charges not delinquent or being contested in good faith and by appropriate proceedings and with respect to which proper reserves have been taken by the Company or its Subsidiaries and have been duly reflected on their books and records and, with respect to all such properties reserves taken on or prior to August 31, 1996, the financial statements of the Company ("Proper Reserves"); (iii) deposits or pledges to secure obligations under workmen's compensation, social security or similar laws, or under unemployment insurance as to which the Company and assetsits Subsidiaries are not in default; (iv) deposits or pledges to secure bids, tenders, contracts (i) mortgages or security interests shown on other than contracts for the Balance Sheet as securing specified liabilities or payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business of the Company or its Subsidiaries; (v) judgment Liens listed on Schedule 4.12 that have been stayed or bonded and mechanics', workmen's, materialmen's or other like liens with respect to obligations which no default are not due or which are being contested in good faith by the Company or its Subsidiaries and as to which they have taken Proper Reserves; and (or event thatvi) minor imperfections of title and encumbrances, with notice or lapse if any, which are not substantial in amount, do not materially detract from the value of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse subject thereto and do not materially impair the operations of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course any of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business Company and are in good working order, ordinary wear and tear exceptedits Subsidiaries.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds and other interests in real property owned by any Acquired Company. The Acquired Companies do not own a fee simple interest in any real property other than real estate acquired in connection with collection of loans held by the NorthStar Bank (Awhich real estate is being held for sale). The Acquired Companies have not subleased any real property. NorthStar has delivered or made available to Buyer copies of any instruments (as recorded, if applicable) by which the Assets Acquired Companies acquired such leaseholds and interests and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Acquired Companies and relating to such leaseholds or interests. The Acquired Companies own all the assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own and as reflected as owned in the Company purports to ownbooks and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets All material assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Company Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets material properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company purports to ownor reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the April 4, 1999 Balance Sheet and the Past Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Company Disclosure Schedule and personal property sold since the date of the April 4, 1999 Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the April 4, 1999 Balance Sheet (except for personal property acquired and sold since the date of the April 4, 1999 Balance Sheet in the Ordinary Course of Business and consistent with past practice)Business) , which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Company Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the April 4, 1999 Balance Sheet and the Past Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the April 4, 1999 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the April 4, 1999 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or materially impairs the Facility Agreement use of the property subject thereto, or materially impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not materially impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 and each of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and Subsidiaries has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notand, in the case of real property, subject to any rights valid and marketable title to, or, in the case of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets except where the failure to have such title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of the Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s Liens for construction in progress, (e) workmen’s repairmen’s warehousemen’s and carrier’s Liens arising in the ordinary course of business and (f) Liens which have not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries has received a notice of default under any material leases of tangible properties to which they are a party, except for (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsdefaults that are not material, (ii) mortgages defaults for which the grace or security interests incurred in connection with cure period has not expired and which are reasonably capable of cure during the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existscure period, (iii) liens for current taxes not yet due, and defaults which have been cured or (iv) Encumbrances pursuant defaults listed on Schedule 3.14 of the Company Disclosure Schedule. Except as disclosed on Schedule 3.14 or as has not had and would not reasonably be expected to the Pledge Agreement (as defined below) have, individually or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of aggregate, a Company Material Adverse Effect, all such material leases are in full force and effect, and the Business, consistent with past practice, or created by the express provisions of the Contracts, Company and each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All Company Subsidiaries enjoys peaceful and undisturbed possession under all such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedmaterial leases.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 and each of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and Subsidiaries has good and marketable title (or leasehold titleto, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its tangible properties and assets except where the failure to have such good title has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; in each case subject to no Liens, except for (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default Liens reflected in a consolidated balance sheet (or event that, with notice or lapse of time or both, would constitute a defaultthe notes thereto) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date as of the Balance Sheet Date, (such mortgages b) Liens consisting of zoning or planning restrictions, easements, permits, restrictions under any Environmental Permit and security interests being limited to other restrictions or limitations on the use of real property or assets so acquired)irregularities in title thereto, with respect to which no default (do not materially impair the value of such properties or event that, with notice the use of such property by the Company or lapse any of time or both, would constitute a default) existsthe Company Subsidiaries in the operation of its respective business, (iiic) liens Liens for current taxes Taxes, assessments or governmental charges or levies on property not yet duedue and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) Liens securing the Credit Agreement dated as of March 30, 2006, among World Airways, Inc. and North American Airlines, Inc., as borrowers, the Company and World Airways Parts Company, LLC, as guarantors, and Wachovia Bank, National Association, as agent and lender (the “Bank Facility”), and (ive) Encumbrances pursuant Liens which would not and would not reasonably be expected to the Pledge Agreement (as defined below) have, individually or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of aggregate, a Company Material Adverse Effect (the Businessforegoing Liens (a)-(d), consistent with past practice, or created by the express provisions of the Contracts, “Permitted Liens”). The Company and each of the type identified on Part 3.6 Company Subsidiaries, as applicable, is the lessee and is in compliance with the terms of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses all leases to which they are being put or have been put a party in respect of all tangible properties reflected in the Ordinary Course of Business Financial Statements or that are material to the business on a consolidated basis, except for such noncompliance as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. All such leases are in good working orderfull force and effect, ordinary wear and tear exceptedthe Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such leases.

Title to Properties; Encumbrances. The Company does Flex owns its property and assets free and clear of Encumbrances, except such Encumbrances that arise in the Ordinary Course of Business and do not currently own, nor has it ever materially impair its ownership or use of such property or assets. SCHEDULE 5.6 attached hereto lists and describes all real property owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipmentby M-Flex. Part 3.6 of the Seller Parties Disclosure Schedule SCHEDULE 5.6 attached hereto contains a complete and accurate list of all real property leases, subleases, licenses, and use and occupancy agreements to which M-Flex is a party or which are used by M-Flex in the operation of its Business (A) collectively, "LEASES"). All such Leases are legal, valid, and binding obligations of M-Flex and are in full force and effect, and, following the Assets that the Company purports Closing, such Leases will continue to ownbe legal, including valid, and binding obligations of M-Flex or of EntrePort and will be enforceable by either such party, if a party thereto. There are no disputes, defaults, oral agreements or forbearances in effect as to any such Leases. M-Flex is in compliance with all of the properties material terms and assets reflected in conditions of such Leases. M-Flex has, and, subject to obtaining any consents from the Balance Sheet (except for assets held under capitalized leases disclosed or not required relevant lessor to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetTransactions, as set forth in SCHEDULE 5.6 attached hereto, it or EntrePort will have, after the case may be, in Closing (including with respect to any Lease of real property located outside the Ordinary Course of BusinessUnited States), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable valid title (or leasehold title, as the case may be) to the Assets leasehold estate or other interest created under its Lease, free and clear of all Encumbrances. Each such Lease grants, and will continue to grant after the Assets reflected Closing, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 5.6 attached hereto, and to the Balance Sheet are normal expiration of such Lease at the end of its natural term (as unmodified since the date of this Agreement and without the occurrence of any acceleration thereof as a result of the Transactions), M-Flex or EntrePort, as appropriate, the exclusive right to use the property that is the subject of such Lease free and clear of all Encumbrances and are not, in Encumbrances. M-Flex owns all the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assetsassets (whether real, personal or mixed and whether tangible or intangible and wherever located) that it purports to own. The assets of M-Flex set forth in "M-FLEX'S QUARTERLY BALANCE SHEET" (ias at June 30, 2002) mortgages and the properties owned or security interests shown on the Balance Sheet leased by M-Flex as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages hereof and security interests being limited disclosed to the property or EntrePort Group are all the assets so acquired), with respect and properties required to which no default (or event that, with notice or lapse conduct the Business of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (M-Flex as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedit is currently conducted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by the Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Coventry. Coventry has delivered to the Shareholders and Members copies of the deeds and other instruments (Aas recorded) by which Coventry acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Coventry and relating to such property or interests. Coventry owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by Coventry or reflected as owned in the books and records of Coventry, including all of the properties and assets reflected in the Coventry Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Coventry Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Coventry since the date of the Coventry Balance Sheet (except for personal property acquired and sold since the date of the Coventry Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Coventry Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Coventry Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Coventry Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Coventry, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) Neither the Company nor any Subsidiary of the Company owns or to the knowledge of the Company has ever owned any real property. Section 2.10 of the Company Disclosure Schedule sets forth all leases pursuant to which Facilities are leased by the Company (as lessee), true and correct copies of which have been delivered to Parent. Such leases constitute all leases, subleases or other occupancy agreements pursuant to which the Company occupies or uses Facilities. Except as set forth on Section 2.10 of the Company Disclosure Schedule, the Company has good and valid leasehold title to, and enjoys peaceful and undisturbed possession of, all leased property described in such leases, free and clear of any and all Encumbrances other than any Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Also set forth on Section 2.10 of the Seller Parties Company Disclosure Schedule contains is a complete listing of the machinery, equipment and accurate list other tangible personal property with an original cost in excess of $50,000 owned by the Company or any Subsidiary of the Company, and a listing of all (A) the Assets that leases under which the Company purports to ownor any Subsidiary of the Company leases any personal property as of the date of this Agreement requiring annual rental payments in excess of $50,000, including together with a description of such personal property. Except as set forth on Section 2.10 of the Company Disclosure Schedule, all of the assets and properties of the Company and assets each Subsidiary of the Company are reflected in on the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or to the extent not required to be disclosed in Part 3.6 so reflected by US GAAP). (c) The Company and each Subsidiary of the Seller Parties Company are in compliance in all material respects with the terms and conditions of the agreements set forth on Section 2.10 of the Company Disclosure Schedule and personal property sold since and, to the date knowledge of the Balance SheetCompany, as no event has occurred nor does any circumstance exist that (with or without notice or lapse of time or both) could reasonably be expected to result in a material breach or material default by the case may beCompany or any Subsidiary of the Company or any other Person under any such agreement. Since January 1, 2004, neither the Company nor any Subsidiary of the Company has given or received written notice of any violation or of any default under (in each case, whether actual or alleged) any agreement set forth on Section 2.10 of the Ordinary Course Company Disclosure Schedule. (d) The Company and each Subsidiary of Business), the Company has good and (B) valid title to all of the material tangible assets and properties, real and personal, owned by it, and good and valid leasehold interests to all material tangible assets or properties, real or personal, leased by it from third parties. Except as set forth on Section 2.10 of the Company Disclosure Schedule, all assets and properties and assets purchased or otherwise acquired owned by the Company since the date or any Subsidiary of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and Liens, except for Permitted Encumbrances. (e) To the Company’s knowledge, there are notno condemnation, in environmental, zoning or other land use regulation proceedings, either pending or threatened, that would detrimentally affect the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date operation of the Balance Sheet (such mortgages and security interests being limited to the Company’s leased real property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedits intended purpose.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Schedule 2.6 accurately lists (a) the only parcel of real property owned in fee by any real propertyAcquired Company (the "Owned Real Property"), and (b) any all leasehold interests owned by or any other interests in real property used by any Acquired Company (c) any buildings, plants, structures and/or equipmentthe "Leased Real Property"). Part 3.6 The Acquired Companies own (with good and marketable title in the case of the Seller Parties Disclosure Schedule contains a complete Owned Real Property, subject only to the matters permitted by the following sentence) all the properties and accurate list of all assets (Awhether real, personal, or mixed and whether tangible or intangible) reflected as owned in the Assets that the Company purports to ownAcquired Companies' books and records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 2.6 and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessCourse), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceCourse), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertythe Owned Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iib) mortgages or security interests incurred in the Ordinary Course in connection with the purchase of property or assets in the Ordinary Course after the date of the Interim Balance Sheet (such these mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 No member of the Seller Parties Disclosure Schedule EntrePort Group owns its respective property and assets free and clear of Encumbrances. SCHEDULE 4.6 attached hereto lists and describes all Encumbrances. SCHEDULE 4.6 attached hereto also lists and describes all real property owned by each member of the EntrePort Group. SCHEDULE 4.6 attached hereto contains a complete and accurate list of all real property leases, subleases, licenses, and use and occupancy agreements to which each member of the EntrePort Group is a party or which are used by any member of the EntrePort Group in the operation of their respective Businesses (A) collectively, "LEASES"). All such Leases are legal, valid, and binding obligations of the Assets that relevant member of the Company purports EntrePort Group and are in full force and effect, and, following the Closing, such Leases will continue to ownbe legal, including valid, and binding obligations of iSucceed or of Xxxxxxxxxx.xxx, but EntrePort will have been released of any and all obligations thereunder for each of such Leases, and will be enforceable by iSucceed or by Xxxxxxxxxx.xxx, if a party thereto, but no longer by EntrePort. There are no oral agreements in effect, but there are disputes, defaults, and forbearances in effect as to virtually all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed such Leases. One or not required to be disclosed in Part 3.6 more members of the Seller Parties Disclosure Schedule and personal property sold since the date EntrePort Group are not in compliance with certain of the Balance Sheetmaterial terms and conditions of such Leases. One or more members of the EntrePort Group have, and, subject to obtaining any consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, iSucceed or Xxxxxxxxxx.xxx but not EntrePort will have, after the case may be, in Closing (including with respect to any Lease of real property located outside the Ordinary Course of BusinessUnited States), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable valid title (or leasehold title, as the case may be) to the Assets leasehold estate or other interest created under their respective Leases, free and clear of all Encumbrances. Subject to any such lack of compliance with certain of the material terms and conditions of such Leases, each such Lease grants, and will continue to grant after the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real propertyClosing, subject to obtaining any rights consents from the relevant lessor to the Transactions, as set forth in SCHEDULE 4.6 attached hereto, and to the normal expiration of way, building use restrictions, exceptions, variances, reservations, or limitations such Lease at the end of any nature except, with respect to all such properties and assets, its natural term (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after unmodified since the date of this Agreement and without the occurrence of any acceleration thereof as a result of the Transactions), the applicable member of the EntrePort Group thereto the exclusive right to use the property that is the subject of such Lease. Each member of the EntrePort Group owns all the properties and assets (whether real, personal or mixed and whether tangible or intangible and wherever located) that each purports to own. The assets of the EntrePort Group set forth in EntrePort's Quarterly Balance Sheet (such mortgages and security interests being limited to the property properties owned or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (leased by EntrePort as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by date hereof and disclosed to M-Flex are all the express provisions assets and properties required to conduct the Business of each member of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedEntrePort Group as it is currently conducted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 and each of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownSubsidiaries has good, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good valid and marketable title (or leasehold titleto, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notor, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, in each case subject to no Liens, except for (ia) mortgages or security interests shown on Liens reflected in the Financial Statements as of the Balance Sheet Date, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of the Company Subsidiaries in the operation of its respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet due and payable and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the Financial Statements as securing specified liabilities of the Balance Sheet Date, (d) Liens of landlords and carriers, warehousemen, mechanics and materialmen and other similar Liens arising in the ordinary course of business, (e) statutory Liens claimed or obligationsheld by any Governmental Entity that are related to obligations that are not due or delinquent, and (f) other immaterial Liens (the foregoing Liens (a)-(f), “Permitted Liens”). The Company and each of the Company Subsidiaries is in compliance in all material respects with respect the terms of all material leases of tangible properties to which no default (they are a party. All such material leases are in full force and effect, and the Company and each of the Company Subsidiaries enjoys peaceful and undisturbed possession under all such material leases. Section 3.14 of the Company Disclosure Schedule sets forth a list of all real property leases in effect as of the date of this Agreement to which the Company or event thatany Company Subsidiary is a party providing for an annual aggregate rent of $100,000 or more, with notice or lapse the name of time or boththe lessor, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages lease and security interests being limited to each amendment thereto. Neither the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course Company nor any of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany Subsidiaries owns any real property.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Exhibit 3.6 of the Seller Parties Disclosure Schedule hereof contains a complete and accurate list of all real property leaseholds, or other interests therein owned by the FCS Companies. None of the FCS Companies owns any fee simple interest in real estate or any options to acquire the same. Sellers and/or the FCS Companies have delivered or made available to Buyer copies of the leases and other instruments (Aas recorded) by which the Assets FCS Companies hold real property interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the FCS Companies and relating to such property or interests. The FCS Companies hold good title subject only to the matters permitted by the following sentence, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that presently are used in the Company purports to ownoperation of the business of the FCS Companies, including all of the properties and assets reflected in the 1996 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the 1996 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company FCS Companies since the date of the 1996 Balance Sheet Sheets (except for personal property acquired and sold since the date of the 1996 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the 1996 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the 1996 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the 1996 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the FCS Companies, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, and related equipment, vehicles and other tangible property or equipment owned by Diamond which individually has a book value in excess of $5,000. Diamond owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown or which are reflected as owned in the books and records of Diamond, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Diamond since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice). Except as noted in the Disclosure Schedule, which subsequently purchased or acquired all material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Diamond, and (ivb) Encumbrances pursuant with respect to real property, rights of way, building use restrictions, exceptions, variances, reservations, limitations of any nature,zoning laws and other land use restrictions that do not materially impair the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course present use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bSchedule 4.6(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein used by the Acquired Companies in connection with the Business. PMH has delivered or made available to Purchaser copies of the deeds and other instruments (Aas recorded) by which one of the Acquired Companies acquired such real property and/or interests, and copies of all title insurance policies, opinions, abstracts and surveys that are in the possession of the Acquired Companies and relating to such real property or interests. (b) Except as set forth on Schedule 4.6(b), the Acquired Companies own, or will as of the Closing Date own, (with good title in the case of owned property, subject only to the matters permitted by Section 4.6(c) below) (i) all the properties and assets (whether personal or mixed and whether tangible or intangible) that are used in connection with the Business other than any Intellectual Property licensed under Contracts listed in Schedule 4.22(b), (ii) the Assets that properties and assets reflected as owned in the Company purports to ownbooks and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule 4.6(b) and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (Biii) all of the material properties and assets purchased or otherwise acquired by the Company Acquired Companies in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . (c) All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances other than Permitted Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant with respect to real property, any restrictions which have been identified in documents of ownership or title insurance. All buildings, plants and structures owned by the Pledge Agreement (as defined below) Acquired Companies or otherwise used by any of them in connection with the Facility Agreement and (v) Encumbrances incurred in Business lie wholly within the Ordinary Course boundaries of the Businessreal property owned or leased by the Acquired Companies and to PMH's Knowledge, consistent with past practicedo not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or used by any Acquired Company. Sellers have delivered to Buyers copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheets and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheets and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet Sheets (except for personal property acquired and sold since the date of the Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Section 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheets and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, usufruct, rights of use or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheets or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other recorded land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. i. The Company does not currently own, nor has it ever owned Acquired Companies own (a) any with good and indefeasible title in the case of real property, (bsubject only to the matters permitted by the following sentence) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected in the Balance Sheet and the Interim Balance Sheet (except in each case for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property and assets sold or otherwise disposed of since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), as otherwise disclosed in Seller's Disclosure Schedule and (B) all of the properties and assets purchased or otherwise acquired which may be transferred by the Company since Acquired Companies on or prior to the date Closing Date as part of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceIntercompany Transactions), which subsequently purchased save for such exceptions as would not individually or acquired collectively have a Material Adverse Effect. Except as set forth in Seller's Disclosure Schedule, all properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are held by an Acquired Company free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature nature, except, with respect to all such properties and assets, assets (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duedue (to the extent such liens have been accounted for in the Balance Sheet and the Interim Balance Sheet), (iii) with respect to real property, (1) imperfections of title, if any, none of which materially detracts from the value of the property subject thereto, and (2) zoning laws and other land use restrictions that do not materially impair the use of the property subject thereto and (iv) any such matters which would not individually or collectively have a Material Adverse Effect. ii. Seller's Disclosure Schedule contains a list of each real property lease that is material to the respective stations at which the Acquired Companies conduct operations, including any amendment, modification or supplement thereto (the "LEASES"). Seller has previously made available to Buyer true, correct and complete copies of the Leases. Except as set forth in Seller's Disclosure Schedule, the Acquired Companies have good and valid title to the leasehold estates conveyed under the Leases, free and clear of liens, except (i) liens shown on the Balance Sheet or the Interim Balance Sheet, (ii) liens for current taxes not yet due and payable, (iii) zoning, building and other similar governmental restrictions and liens imposed by operation of law (including without limitation mechanics', carriers', workmen's, repairmen's, landlord's or other similar liens arising from or incurred in the ordinary course of business and for which the underlying payments are not yet delinquent), and (iv) Encumbrances pursuant easements, covenants, encroachments, rights-of-way or other similar restrictions and imperfections of title, none of which items referred to in the foregoing clauses (iii) and (iv) materially impairs the use of the property subject thereto in the Business of the Acquired Companies as presently conducted. The Leases are valid and, to the Pledge Agreement Knowledge of Seller, in full force and effect and are binding and enforceable in accordance with their terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors' rights in general and to general principles of equity (regardless of whether considered in a proceeding in equity or an action at law). Except as defined belowset forth in Seller's Disclosure Schedule, the Acquired Companies are not in default with respect to any payment obligation under the Leases and, to the Knowledge of Seller, there are no other existing material defaults on the part of the Acquired Companies or any other party (including any landlord) with respect to the Leases. To the Knowledge of Seller, no event has occurred which (with or without notice, lapse of time or both) would constitute a material default on the part of the Acquired Companies or such other parties under the Leases. Except as set forth in Seller's Disclosure Schedule, the consummation of the contemplated transactions will not constitute a material default, or give rise to a right of termination, cancellation or acceleration of any right under, the Leases. iii. Except as set forth in Seller's Disclosure Schedule: (1) the Acquired Companies have received no notice, demand or request from any insurance company, any board of fire underwriters (or organization exercising functions similar thereto) or any Governmental Body or any other Person requesting the Facility Agreement and performance of any work or alteration in respect to the real property leased by the Acquired Companies under the Leases, save for such exceptions that would not individually or collectively have a Material Adverse Effect; and (v2) Encumbrances incurred in to the Ordinary Course Knowledge of the BusinessSeller, consistent with past practice, or created the real property leased by the express provisions Acquired Companies under the Leases is in a state of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule working condition and repair (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear and refurbishing excepted).

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Seller owns (a) any with good and marketable title in the case of real property, subject only to the Encumbrances permitted by this Section) all the properties and assets (bwhether real, personal, or mixed and whether tangible or intangible) any leasehold interests that they purport to own located in the facilities owned or (c) any buildings, plants, structures and/or equipment. Part 3.6 operated by Seller or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownSeller, including all of the properties and assets reflected in the Balance Sheet Closing Date Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part SCHEDULE 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of BusinessSchedule), and (B) all of the . All material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Closing Date Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages : A. Mortgages or security interests shown on the Balance Sheet Closing Date Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens ; B. Liens for current taxes not yet due; and C. With respect to real property: (i) Minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of Seller; and (ii) Zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and (iv) Encumbrances pursuant to structures owned by Seller lie wholly within the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course boundaries of the Business, consistent with past practicereal property owned by Seller and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 any other Person. All property and assets of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put shall be in the Ordinary Course possession and control of Business and are in good working orderSeller at Closing, ordinary wear and tear exceptedincluding but not limited to, all Facilities.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 3.20 of the Seller Parties Tango Disclosure Schedule contains sets forth all real property owned or leased by Tango and the Tango Subsidiaries (the "Tango Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Tango Current Reports and as described in clause (ii) below: (i) each of Tango and the Tango Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including as applicable, all of the its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all Tango Real Property and all other properties and assets reflected in the Balance Sheet consolidated balance sheet of Tango and the Tango Subsidiaries at December 31, 1996 included in the Tango 10-K (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practices since December 31, which subsequently purchased 1996) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with respect past practices subsequent to all such properties March 31, 1997 and assetsliens for taxes not yet due and payable, (i) easements and restrictions of record, unrecorded and undelivered mortgages between a Tango Subsidiary and a joint venture entity in which Tango is a limited partner or security interests shown on a managing member and minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the Balance Sheet as securing specified liabilities value of the property or obligations, with respect to which assets subject thereto and do not impair the operations of Tango and the Tango Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (or and no event thathas occurred which, with notice or lapse and the passage of time or both, would constitute a defaultdefault under such lease) existswhich would have a Material Adverse Effect on Tango. Except as would not cause a Material Adverse Effect on Tango, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date all of the Balance Sheet (such mortgages properties and security interests being limited to assets of Tango and the property or assets so acquired)Tango Subsidiaries are, with respect to which no default (or event thatin all material respects, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duein good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. Part 3.6 of the Disclosure Letter also contains a complete and accurate list of all vehicles owned or leased by any Acquired Company and the fixed assets used in the business of any Acquired Company and carried on its books for tax purposes. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bExcept as shown in Section 3.10(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list each of all (A) the Assets that the Company and the Company Subsidiaries has good title to all properties and assets which it purports to ownown (real, including personal and mixed, tangible and intangible), including, without limitation, all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule inventory and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and obsolete equipment sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), and all the properties and assets purchased by the Company and Company Subsidiaries since the date of the Balance Sheet, which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsinventory) are listed reflected in Part 3.6 Section 3.10(b) of the Seller Parties Disclosure Schedule (other than immaterial properties and assets acquired in the ordinary course of business or as contemplated by the capital expenditure plan as set forth on Section 2.14(d) of the Disclosure Schedule. The ), except in each case for (i) liens for taxes which are not yet due and payable or which are being contested in good faith, (ii) statutory, common law, builder, mechanic, warehouseman, materialmen, contractor, workmen, repairmen, carrier or other liens which do not interfere with the use by the Company is and the sole owner and has good and marketable title (or leasehold title, as Company Subsidiaries of the case may be) assets relating to the Assets free and clear business of all Encumbrances, the Company and the Assets reflected Company Subsidiaries or (iii) other restrictions on the use of property which do not materially interfere with the conduct of the ordinary course of business of the Company and the Company Subsidiaries or materially impair the use or value of property (collectively, "Permitted Liens"). Except as set forth in Section 3.10(c) of the Balance Sheet Disclosure Schedule, all such properties and assets are free and clear of all Encumbrances title defects or objections, liens, claims, charges, pledges, options, security interests or other encumbrances of any kind or nature whatsoever including, without limitation, leases, chattel mortgages, deed of trusts, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements (collectively, "Liens"), and are not, in the case of real property, except as set forth in Section 3.10(d) of the Disclosure Schedule subject to any rights of way, encroachments, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature exceptwhatsoever or other right of third parties, whether voluntarily incurred or arising by operation of law, including, without limitation, any agreement to give any of the foregoing in the future and any contingent sale or other title retention agreement except in each case (i) with respect to all such properties and assets, (i) mortgages liens as securing specified liabilities or security interests obligations shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (ii) mortgages for Permitted Liens. The rights, properties and other assets presently owned, leased or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created licensed by the express provisions of Company and the ContractsCompany Subsidiaries and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit each of the type identified on Part 3.6 Company and the Company Subsidiaries to conduct its business in all material respects in the same manner as its business has been conducted prior to the Closing Date. All of the Seller Parties Disclosure Schedule properties and assets of the Company and the Company Subsidiaries are maintained and operated in conformity with all applicable laws, ordinances, and regulations relating thereto currently in effect, except where such nonconformity would not have a material adverse effect on the business operations of Company. (togetherb) All of the assets of Sun Torreon, the “S.A. de C.V. have been duly and properly transferred to CNC West de Mexico, S. A. de C.V., and CNC West de Mexico, S.A. de C.V. has good title thereto free and clear of all Liens (other than Permitted Encumbrances”Liens). All (c) Maquilas Pami, S.A. de C.V. has good title to and is the named registered holder of the deeds to all of the real property in Mexico previously disclosed by the Company to Jonex xx being owned by the Company 16 18 or a Company Subsidiary, and owns such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course real property free and clear of Business and are in good working order, ordinary wear and tear exceptedall Liens (other than Permitted Liens).

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real and immoveable property, real property leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own (Awith good and indefeasible title in the case of real and immoveable property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real and immoveable, personal and moveable, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Interim Balance Sheet Sheets and including all Intellectual Property Assets (as hereinafter defined) (except for (i) assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter, (ii) personal and personal moveable property sold since the date dates of the Interim Balance SheetSheets, as the case may be, in the Ordinary Course of Business)Business and (iii) certain real and immoveable property and improvements thereon located in Keller, Texas and identified in Part 3.6 of the Disclosure Letter as sold prior to Closing, and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Interim Balance Sheet Sheets (except for personal and moveable property acquired and sold since the date of the Interim Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet Sheets and all Intellectual Property Assets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages mortgages, hypothecs or security interests shown on the Interim Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event thatb) mortgages, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages hypothecs or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet Sheets (such mortgages mortgages, hypothecs and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet duedue or the validity of which is being contested in good faith by appropriate legal proceedings, (d) statutory liens (including materialmen's, mechanic's, repairmen's, landlord's, and (ivother similar liens) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred arising in the Ordinary Course of the Business, consistent connection with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business securing payments not yet due and are payable or, if due and payable, the validity of which is being contested in good working orderfaith by appropriate legal proceedings, ordinary wear and tear excepted(e) such imperfections or irregularities of title, if any, as (A) are not substantial in character, amount, or extent and do not materially detract from the value of the property subject thereto, (B) do not materially interfere with either the present or intended use of such property, and (C) do not, individually or in the aggregate, materially interfere with the conduct of the Acquired Companies normal operations or otherwise have a Material Adverse Effect.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 3.10 of the Seller Parties Magellan Disclosure Schedule contains a complete and accurate list of all material real property, leaseholds, or other interests therein owned by Magellan and any of its Subsidiaries. Magellan and any of its Subsidiaries own (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by Magellan and any of its Subsidiaries or reflected as owned in the books and records of Magellan and any of its Subsidiaries, including all of the properties and assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.10 of the Seller Parties Magellan Disclosure Schedule and personal property sold or otherwise disposed of since the date of the Magellan Balance Sheet and the Magellan Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Company Magellan and any of its Subsidiaries since the date of the Magellan Balance Sheet (except for personal property acquired and sold since the date of the Magellan Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Magellan Balance Sheet and the Magellan Interim Balance Sheet are free and clear of all material Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Magellan Balance Sheet or the Magellan Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Magellan Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Magellan or any of its Subsidiaries, and (vii) Encumbrances incurred in zoning Laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by Magellan and any of its Subsidiaries lie wholly within the boundaries of the real property owned by Magellan and any of its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 5 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) the Assets that real property and material tangible personal property of the Company purports (other than inventory acquired in the ordinary course of business). Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller, the Company, Okeechobee Egg, TFS Holdings or the Shareholders and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including but not limited to all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 2.5 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and consistent with past practices), and (B) all of the properties and assets purchased or otherwise acquired by Seller or the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practicepractices), which subsequently purchased or acquired . All properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet, the Interim Balance Sheet and Part 2.5 of the Disclosure Letter are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (ivb) Encumbrances pursuant with respect to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred real property, those matters set forth in the Ordinary Course Commitment, and zoning laws and other land use restrictions noted in the Commitment delivered to and accepted by Buyer in accordance with Section 7.8 of this Agreement. All buildings, plants, and structures owned by the Company lie wholly within the boundaries of the Business, consistent with past practice, or created real property owned by the express provisions Company and do not encroach upon the property of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 3.20 of the Seller Parties Retirement Disclosure Schedule contains sets forth all real property owned or leased by Retirement and the Retirement Subsidiaries (the "Retirement Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Retirement Current Reports and as described in clause (ii) below: (i) each of Retirement and the Retirement Subsidiaries has good, valid, and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including as applicable, all of the its properties and assets (real, personal, and mixed, tangible and intangible), including, without limitation, all Retirement Real Property and all other properties and assets reflected in the Balance Sheet consolidated balance sheet of Retirement and the Retirement Subsidiaries at December 31, 1997 included in the Retirement 10-K (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practices since December 31, which subsequently purchased 1997) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge, or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent, or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with respect past practices subsequent to all such properties September 30, 1998 and assetsliens for taxes not yet due and payable, (i) mortgages easements and restrictions of record, and minor imperfections of title and encumbrances, if any, that are not substantial in amount, do not materially detract from the value of the property or security interests shown on assets subject thereto and do not materially impair the Balance Sheet as securing specified liabilities or obligations, with respect operations of Retirement and the Retirement Subsidiaries. Each of the leases relating to which the Retirement Real Property is in full force and effect and there is no default by landlord or tenant existing thereunder (or and no event has occurred that, with notice or lapse and the passage of time or both, would constitute a defaultdefault under such lease) existsthat, (ii) mortgages individually or security interests incurred in connection with the purchase of property or assets after the date aggregate, would have a Material Adverse Effect on Retirement. Except as would not cause a Material Adverse Effect on Retirement, all of the Balance Sheet (such mortgages properties and security interests being limited to assets of Retirement and the property or assets so acquired)Retirement Subsidiaries are, with respect to which no default (or event thatin all material respects, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duein good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bSchedule 3.6(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property owned by the Companies (Athe “Owned Real Property”). With respect to each parcel of Owned Real Property (i) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetCompanies, as the case may beapplicable, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has have good and marketable title (or leasehold fee simple title, as the case may be) to the Assets free and clear of all Encumbrances except for Permitted Encumbrances, (ii) the Companies have not leased or otherwise granted to any Person the right to use or occupy such parcel of Owned Real Property or any portion thereof, (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such parcel of Owned Real Property or any portion thereof or interest therein, (iv) there is no pending or, to the Knowledge of the Companies, threatened, appropriation, condemnation or like proceeding or order materially affecting the Owned Real Property or any part thereof. (b) Schedule 3.6(b) contains a correct and complete list of all leases or subleases under which the Companies lease or sublease real property (each, a “Real Property Lease” and collectively, the “Real Property Leases”) and the Assets street address of the premises demised under each Real Property Lease (each, a “Leased Real Property” and collectively, the “Leased Real Properties”). The Companies have delivered to Buyer true and complete copies of the Real Property Leases in effect as of the date hereof (including any amendments, modifications, supplements, extensions, renewals, guaranties and other agreements relating thereto) and the Companies have not leased or otherwise granted to any Person the right to use or occupy any Leased Real Property or any portion thereof. Each Real Property Lease is valid and binding on the Companies, as applicable, and, to the Knowledge of the Companies, each other party thereto, and is in full force and effect. The Companies have performed and complied with all material obligations required to be performed or complied with by them under each Real Property Lease. There is no material default under any Real Property Lease by the Companies or, to the Knowledge of the Companies, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a material default thereunder by the Companies, or, to the Knowledge of the Companies, by any other party thereto. The Companies, as applicable, have good and valid leasehold title to each Leased Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. (c) The Owned Real Property and Leased Real Property (collectively, the “Facilities”) constitute all of the material real estate used in the operation of the respective businesses of the Companies. (d) The Companies own and have good and valid title to the Companies Assets, including all the properties and assets (whether tangible or intangible) that they purport to own located in the Facilities operated by the Companies or reflected as owned in the books and records of the Companies. Except as set forth on Schedule 3.6(d), all material properties and assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “other than Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned or leased by the Assets that Company. The Company has distributed to the Seller the real property in Broussard, Louisiana prior to the Closing from which the Company purports operates its business (the “Broussard Property”). The Company owns all the properties and assets (whether tangible or intangible) that they purport to ownown located in the facilities operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of BusinessBusiness and the Broussard Property), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances as of the Closing and are not, in the case of real property, not subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, exists and (iiib) liens for current taxes not yet due. All buildings, plants, and (iv) Encumbrances pursuant structures utilized by the Company lies wholly within the boundaries of the real property leased by the Company from the Seller and to the Pledge Agreement (as defined below) or Knowledge of Seller do not encroach upon the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practiceproperty of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or will make available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the arm's length purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule Schedules contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, including subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) used in or necessary to the conduct of the Company’s business, including those located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule Schedules and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule hereof contains a complete and accurate list of all (A) real property leaseholds, or other realty interests owned by the Assets that Company. The Company does not own any fee simple interest in real estate or any options to acquire the same. Sellers and/or the Company purports have delivered or made available to ownBuyer copies of the leases and other instruments by which the Company holds real property interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company holds good title subject only to the matters permitted by the following sentence, in all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that presently are used in the operation of the business of the Company, including all of the properties and assets reflected in the April 28, 2007 Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of or acquired since the date of the April 28, 2007 Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the April 28, 2007 Balance Sheet (except for personal property acquired and sold since the date of the April 28, 2007 Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the April 28, 2007 Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the April 28, 2007 Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the April 28, 2007 Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) Except as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole, the Company or one or more of its Subsidiaries has good and marketable fee simple title to the Owned Real Estate free and clear of any real property, (bEncumbrances other than Permitted Encumbrances or Encumbrances under the Credit Agreement. Section 3.9(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a true, complete and accurate list of all (A) the Assets that the Company purports to ownincluding legal descriptions), including all as of the properties date hereof, of the Owned Real Estate. As of the date hereof, no Acquired Company (i) has conveyed any interest in or currently leases to third parties any rights with respect to the Owned Real Estate or any part thereof or (ii) has received written notice of any pending, and assets reflected to Seller's Knowledge, there is no threatened, condemnation Proceeding with respect to any of the Owned Real Estate. (b) Except as would not, individually or in the Balance Sheet (except aggregate, be material to the Acquired Companies, taken as a whole, each Acquired Company has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease to it for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 the full term of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets respective Lease free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all any Encumbrances other than Permitted Encumbrances and are notEncumbrances under the Credit Agreement. Section 3.9(b) of the Disclosure Schedule contains a true, in complete and accurate list, as of the case date hereof, of real propertythe Leased Real Estate, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature exceptincluding, with respect to all each such properties Lease, the date of such Lease and assetsany material amendments thereto. Except as would not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole, (i) mortgages all Leases are valid and in full force and effect except to the extent they have previously expired or security interests shown on the Balance Sheet as securing specified liabilities terminated in accordance with their terms, and (ii) no Acquired Company nor, to Seller's Knowledge, no third party, has violated any provision of, or obligationscommitted or failed to perform any act which, with respect to which no default (or event thatwithout notice, with notice or lapse of time or both, would constitute a defaultdefault under the provisions of, any Lease. Except for Encumbrances granted under the Credit Agreement, no Acquired Company has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has any Acquired Company entered into with any other Person (other than another Acquired Company) existsany sublease, (ii) mortgages license or security interests incurred in connection with other agreement that is material to the purchase Acquired Companies, taken as a whole, and that relates to the use or occupancy of property all or assets after the date any portion of the Balance Sheet Leased Real Estate. Seller has delivered or otherwise made available to Buyer true, complete and accurate copies of all Leases (such mortgages including all material modifications, amendments, supplements, waivers and security interests being limited side letters thereto) pursuant to which any Acquired Company leases, subleases or licenses, as tenant, any Leased Real Estate. (c) Except as would not, individually or in the aggregate, be material to the property Acquired Companies, taken as a whole, each Acquired Company has good title to, or assets so acquired)a valid and binding leasehold interest in, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course all of the Businesspersonal property owned by it, consistent with past practicefree and clear of all Encumbrances, or created by other than Permitted Encumbrances and Encumbrances under the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCredit Agreement.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 and each of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and its Subsidiaries has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are notand, in the case of real property, subject to any rights valid and marketable title to, or, in the case of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such leased properties and assets, valid leasehold interests in, all of its real property, tangible property and other assets, in each case subject to no Liens, except for (a) Liens reflected in the consolidated balance sheet of the Company as of December 31, 2005, (b) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto, which do not materially impair the value of such properties or the use of such property by the Company or any of its Subsidiaries in the operation of their respective business, (c) Liens for current Taxes, assessments or governmental charges or levies on property not yet delinquent and Liens for Taxes that are being contested in good faith by appropriate proceedings and for which an adequate reserve has been provided on the appropriate financial statements, (d) inchoate mechanics’ and materialmen’s and carrier’s Liens for construction in progress; (e) workmen’s, repairmen’s, warehousemen’s and carrier’s Liens arising in the ordinary course of business; and (f) Liens listed on Section 5.18 of the Company Disclosure Schedule. Neither the Company nor any of its Subsidiaries has received a notice of default under any leases of tangible properties to which they are a party, except for (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsdefaults that are not material, (ii) mortgages defaults for which the grace or security interests incurred in connection with cure period has not expired and which are reasonably capable of cure during the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existscure period, (iii) liens for current taxes not yet due, and defaults which have been cured or (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course defaults listed on Section 5.18 of the BusinessCompany Disclosure Schedule. Except as disclosed on Section 5.18, consistent with past practiceall such leases are in full force and effect, or created by and the express provisions of the Contracts, Company and each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All its Subsidiaries enjoys peaceful and undisturbed possession under all such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedleases.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Seller has delivered or made available to Buyer copies of the deeds, leases and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold or acquired since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests Ownership Interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests Ownership Interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests Ownership Interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Except as set forth in Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that Letter, the Company purports and its Subsidiaries own (with good and marketable title in the case of real property, subject only to the Permitted Encumbrances) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the its Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the such Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company them since the date of the such Balance Sheet (except for personal property acquired and sold since the date of the such Balance Sheet in the Ordinary Course of Business Business). The Company has delivered or made available to the Buyer copies of the deeds and consistent with past practice)other instruments (as recorded) by which the Company and its Subsidiaries acquired title to any real property, which subsequently purchased or acquired and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to such property and assets. All such material owned properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the such Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the such Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens Encumbrances for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the use of the property subject thereto, or impairs the operations of any of the Company and its Subsidiaries, (as defined belowii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the Facility Agreement property subject thereto and (viii) Encumbrances incurred items listed in any title reports issued with respect to such real property (the Ordinary Course matters set forth in (a) through (d), "Permitted Encumbrances"). To the Knowledge of the BusinessCompany, consistent with past practiceall buildings, plants, and structures owned by the Company and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company and its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that real property, leaseholds or other interests therein owned or held by the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary owns, and has ever owned, any real property other than as specified in Section 4.10 of the Disclosure Schedule and, for each such property, Section 4.10 of the Disclosure Schedule sets forth the owner thereof, a brief description thereof (including approximate square footage), when purchased or acquired and the approximate purchase price thereof, the use made of such property and the approximate annual costs, fees and taxes associated with such property. The Company has delivered or made available to Parent true, correct and complete copies of the real property leases to which the Company or any Company Subsidiary is party or pursuant to which it or they use or occupy any real property. Except as set forth in Section 4.10 of the Disclosure Schedule, each of the Company and each Company Subsidiary has good title to all of the assets and properties, real and personal, tangible and intangible, it owns or purports to own, or uses in its business, including all of the properties those reflected on its books and assets reflected records and in the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed accounts receivable collected and inventories, materials and supplies disposed of in Part 3.6 the ordinary course of the Seller Parties Disclosure Schedule and personal property sold since business consistent with past practice after the date of the Balance Sheetmost recent Financial Statements). Each of the Company and each Company Subsidiary has a valid leasehold, as the case may be, license or other interest in the Ordinary Course of Business), and (B) all of the other tangible assets or properties, real or personal, which are used in the operation of its business. Except as set forth in Section 4.10 of the Disclosure Schedule, all assets and properties and assets purchased owned, leased or otherwise acquired used by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The any Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Subsidiary are free and clear of all Encumbrances and are notLiens, except for (a) liens for current Taxes not yet due, (b) workmen's, common carrier and other similar liens arising in the case ordinary course of real propertybusiness, none of which materially detracts from the value or impairs the use of the asset or property subject to any rights of way, building use restrictions, exceptions, variances, reservationsthereto, or limitations impairs the operations of the Company or any nature exceptCompany Subsidiary, (c) Encumbrances or Liens disclosed in the Financial Statements, and (d) with respect to all such properties and assetsreal property, (i) mortgages minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or security interests shown on impairs the Balance Sheet as securing specified liabilities use of the property subject thereto, or obligationsimpairs the operations of the Company or any Company Subsidiary, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (ii) mortgages zoning Laws and other land use restrictions that do not impair the present or security interests incurred in connection with the purchase of property or assets after the date anticipated use of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedsubject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to ownsuch interests, if any. The Company does not own any real property. The Company owns all the properties and assets (whether tangible or intangible) that they purport to own located in the facilities occupied or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 3.6. The Company is the sole owner Any material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, ; (iiic) liens for current taxes not yet due, ; and (ivd) the Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred listed in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted3.6.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any Acquired Companies own no real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipmentestate. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all leaseholds, or other interests therein owned by any Acquired Company. The Acquired Companies own, subject only to the matters permitted by the following sentence, all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities owned or operated by the Company purports to ownAcquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, Sheet and in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligationsobligations or otherwise disclosed to the Buyer (the "Permitted Encumbrances"), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Seller has delivered or made available to Buyer copies of the deeds, leases and other instruments by which the Company purports acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own in connection with the facilities and other assets owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not otherwise required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investmentsBusiness) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant with respect to real property, minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course use of the Business, consistent with past practiceproperty subject thereto, or created by impairs the express provisions operations of the ContractsCompany, each and zoning laws and other land use restrictions that do not impair the present or anticipated use of the type identified on property subject thereto. (b) The Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to any leased real property for the full term of the lease thereof. Each real property lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company and of each other Person that is a party thereto, and except as set forth in Part 3.6 of the Disclosure Letter, there is no, and neither the Seller Parties Disclosure Schedule nor the Company has knowledge of any, or has received any, notice of any default (togetheror any condition or event which, the “Permitted Encumbrances”)after notice or lapse of time or both, would constitute a default) thereunder. All such assets The Company has not assigned, sublet, transferred, hypothecated or otherwise disposed of its interest in any real property lease. No penalties are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business accrued and are in good working order, ordinary wear and tear exceptedunpaid under any real property lease.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, licenses, or other interests therein owned by the Acquired Company. Sellers have delivered to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by the Acquired Company or reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lies wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real propertyThe Acquired Companies own (with good and marketable title in the case of Owned Real Property, (bsubject only to the matters permitted by Section 3.10(b)) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required and (a) to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule this Agreement, and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness), which subsequently purchased or acquired . (b) All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are and Interim Balance Sheet will be free and clear of all Encumbrances at the Closing and are not, in the case of real propertyOwned Real Property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) Encumbrances shown on SCHEDULE 3.10(b) to this Agreement, (ii) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiiii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) for current Taxes that are not yet delinquent or the Facility Agreement and are being contested in good faith by appropriate proceedings, (v) landlord's liens or similar Encumbrances incurred in the Ordinary Course of the Business, consistent and (vi) with past practicerespect to real property, (A) minor imperfections of title or other Encumbrances of any kind or character, if any, none of which materially detracts from the value or impairs the use of the property subject thereto, or created impairs the operations of any Acquired Company, and (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto (the Encumbrances described in clauses (i), (ii), (iii), (iv), (v) and (vi) above are collectively referred to herein as "PERMITTED ENCUMBRANCES"). (c) All the real property interests and improvements, furniture, fixtures and equipment relating thereto, and the operation of the businesses by the express provisions of Acquired Companies thereon, conform to any and all applicable health, fire, safety, zoning and building laws, ordinances and regulations, except for any non-conformance that would not have a material adverse effect upon the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedAcquired Companies taken as a whole.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Innerspace. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which Innerspace acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Sellers or Innerspace and relating to such property or interests. Innerspace owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible that the Company it purports to own, located in the facilities owned or operated by Innerspace or reflected as owned in its books and records, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Businessbusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Company Innerspace since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, any nature except, with respect to all such properties and assets, (ia) mortgages mortgage or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests interest incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Innerspace, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by Innerspace lie wholly within the boundaries of the real property owned or leased by Innerspace and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests and such instruments are true, complete and accurate, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances Encumbrances; and the Company has good and marketable title thereto and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.,

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company purports acquired such real property and interests and such instruments are true, complete and accurate, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to ownsuch property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances Encumbrances; and the Company has good and marketable title thereto and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet duedue and payable, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”)property subject thereto. All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business buildings, plants, and are in good working order, ordinary wear and tear excepted.structures owned by

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 4.19 of the Seller Parties Twister Disclosure Schedule contains sets forth all real property owned or leased by Twister and the Twister Subsidiaries (the "Twister Real Property"), indicating which facilities are owned and which are leased. Except as disclosed in the Twister Current Reports and as described in clause (ii) below: (i) each of Twister and the Twister Subsidiaries has good, valid and marketable title to, or a complete and accurate list of all (A) the Assets that the Company purports to ownvalid leasehold interest in, including as applicable, all of its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all Twister Real Property and all the other properties and assets reflected in the Balance Sheet consolidated balance sheet of Twister and the Twister Subsidiaries at December 31, 1996 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practices since December 31, which subsequently purchased 1996) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with respect past practice subsequent to all such properties March 31, 1997 and assetsliens for taxes not yet due and payable, (i) easements and restrictions of record, unrecorded and undelivered mortgages between a Twister Subsidiary and a joint venture entity in which Twister is a limited partner or security interests shown on a managing member and minor imperfections of title and encumbrance, if any, which are not substantial in amount, do not materially detract from the Balance Sheet as securing specified liabilities value of the property or obligations, with respect to which assets subject thereto and do not impair the operations of Twister and the Twister Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (or and no event thathas occurred which, with notice or lapse and the passage of time or both, would constitute a defaultdefault under such lease) existswhich would have a Material Adverse Effect on Twister. Except as would not cause a Material Adverse Effect on Twister, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date all of the Balance Sheet (such mortgages properties and security interests being limited to assets of Twister and the property or assets so acquired)Twister Subsidiaries are, with respect to which no default (or event thatin all material respects, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duein good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice)) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter]. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 5.6 contains a complete and accurate list of all (A) real property owned by any Acquired Company. To the Assets that Knowledge of the Company, the Company purports has delivered to ownParent copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Acquired Companies and relating to such property or interests. (b) Schedule 5.6 contains a complete and accurate list of all leasehold interests in real property or other real property interests owned by the Acquired Companies. The Principal Shareholder has delivered a true and accurate copy of all such leases or other documents creating such real property interests to the Parent and all such leases or documents are in full force and effect and are legal, valid, binding and enforceable against the Acquired Companies and, to the Knowledge of the Principal Shareholder, the other parties thereto. Following the Closing, to the Knowledge of the Principal Shareholder, such leases or documents will continue to be in full force and effect and legal, valid, binding and enforceable against the Acquired Companies and against all other parties thereto, except for the consents required as listed on Schedule 5.2. There are no disputes, oral agreements or forbearances in effect as to any such leases. (c) Except as set forth in Schedule 5.6, the Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently . Such properties and assets purchased or acquired properties and assets after the date of the Balance Sheet (other than inventory and short-term investments) with a value in excess of $25,000 are listed in Part 3.6 of the Seller Parties Disclosure ScheduleSchedule 5.6. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on reflected in the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligationsobligations or Schedule 5.6, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duedue for which there are adequate reserves in the Financial Statements, and (iv) Encumbrances pursuant with respect to real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and (B) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or otherwise conflict with the property rights of, any other Person. (d) Except as described in Schedule 5.6, neither of the Principal Shareholder nor any of its respective Related Persons either owns any asset, tangible or intangible, which is used or leased by the Company or is owed any amount by the Company or owes any amount to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Sellers have delivered or made available to Buyer copies of the deeds and leases and other instruments by which the Company occupies or acquired such real property and interests and such instruments are true, complete and accurate. The Company owns (with good and marketable title in the case of real property) or leases all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet and the Interim Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which to the Knowledge of Company and the Sellers, no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or materially impairs the use of the property subject thereto, or impairs the operations of the Company, (as defined belowii) or zoning laws and other land use restrictions that do not impair the Facility Agreement present use of the property subject thereto, and (viii) Encumbrances incurred except as set forth in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togetherSchedule, all UCC-1 filings of record represent current, validly existing encumbrances on the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedCompany's assets.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Except as set forth in Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that Letter, the Company purports and its Subsidiaries own (with good and marketable title in the case of real property, subject only to the Permitted Encumbrances) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the its Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the such Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company them since the date of the such Balance Sheet (except for personal property acquired and sold since the date of the such Balance Sheet in the Ordinary Course of Business Business). The Company has delivered or made available to the Buyer copies of the deeds and consistent with past practice)other instruments (as recorded) by which the Company and its Subsidiaries acquired title to any real property, which subsequently purchased or acquired and copies of all title insurance policies, opinions, abstracts and surveys in the possession of the Company and its Subsidiaries and relating to such property and assets. All such material owned properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsSheet, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), (c) Encumbrances for current Taxes not yet due or which are being contested in good faith and with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsadequate reserves have been maintained, (iii) liens for current taxes not yet due, and (ivd) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put arising in the Ordinary Course of Business (such as those (x) of carriers, warehousemen, mechanics, landlords and are materialmen and other similar liens imposed by law, (y) incurred in connection with worker's compensation, unemployment compensation and other types of social security or (z) incurred in connection with surety bonds, bids, performance bonds and similar obligations) for sums not overdue or being contested in good working orderfaith by appropriate proceedings and, ordinary wear and tear excepted(e) with respect to real property, (i) imperfections of title which do not materially detract from the value or impair the use of the property subject thereto in the conduct of the business of the Company and its Subsidiaries as currently conducted, (ii) zoning laws and other land use restrictions, (iii) any items of record in the jurisdiction in which such real property is located, and (iv) any matters that might be revealed by a current survey of such property which do not materially detracts from the value or impair the use of the property subject thereto in the conduct of the business of any of the Company and its Subsidiaries as currently conducted (the matters set forth in (a) through (e), "Permitted Encumbrances").

Title to Properties; Encumbrances. The Seller has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company does not currently own, nor has it ever owned (a) any acquired all real property, leaseholds, or other interests owned by it, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (bwith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) any leasehold interests all the properties and assets (whether real, personal, or (cmixed and whether tangible or intangible) any buildings, plants, structures and/or equipment. Part 3.6 that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownCompany, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownRudy's has good, nor has valid, marketable and indefeasible fee simple title to all the properties and assets which it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including including, without limitation, all of the properties and assets reflected in the Unaudited Balance Sheet (except for Sheet, and all the properties and assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold purchased by Rudy's since the date of the Unaudited Balance Sheet. Schedule 5. 10.1 hereto lists each and every parcel of real property owned in fee by Rudy's (such real property is referred to herein as "Owned Real Properties"). Properties and assets reflected in the Unaudited Balance Sheet, as including, without limitation, the case may beOwned Real Properties, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances title defects or objections, liens, mortgages, deeds of trust, claims, charges, security interests or other encumbrances of any nature whatsoever, including, without limitation, leases, subleases, rights of occupancy, deed restrictions, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, and are not, in the case of real property, the Owned Real Properties subject to any rights of way, building use restrictions, exceptions, variances, reservations, variances or limitations reservations of any nature whatsoever except, with respect to all such properties and assets, (ia) mortgages or security interests liens shown on the Unaudited Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsmaterial defaults exist, (iib) mortgages imperfections of title, covenants or security interests incurred restrictions, if any, none of which are substantial in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages amount and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute not have a default) existsMaterial Adverse Effect, (iiic) zoning or land use ordinances which would not have a Material Adverse Effect and (d) liens for current taxes not yet duedue and payable. Rudy's is in actual possession of the Owned Real Properties. To the knowledge of Rudy's, no portion of any of the improvements erected on the Owned Real Properties encroaches on adjoining property or public streets and no portion of any of the Owned Real Properties is, or has been, subjected to a special ad valorem tax valuation such that a change in ownership or use (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) whether now existing or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of future) has caused or will cause additional ad valorem taxes to be imposed upon the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedOwned Real Properties.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Company purports to ownfacilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiiC) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (I) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list and legal description of all (A) the Assets that real property owned by the Company purports (the "Owned Real Property") and a complete and accurate list of each lease of real property owned or used by the Company requiring the payment by the Company of $50,000 or more per year (the "Leased Real Property"). The Company owns (with good and marketable title in the case of real property subject only to the matters permitted by the following sentence and to matters set forth on Schedule 3.6) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own, including all of the properties and assets reflected in the Balance Sheet and the June Balance Sheet, or used in the Company's business except for the assets set forth on Schedule 2.6 as remaining with Guarantor or its Affiliates after Closing (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet or the June Balance Sheet, as the case may be, in the Ordinary Course ordinary course of Business), business) and (B) all of such remaining assets will be owned by the Company after the Closing or will be transferred to the Company at Seller's sole cost and expense after the Closing except in both cases for assets set forth on Schedule 2.6 as remaining with Guarantor or its Affiliates after Closing. All material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet, the June Balance Sheet or listed or required to be listed on Schedule 3.6 are (or will be at the Closing) free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for: (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiia) liens for current taxes not yet due, and (b) with respect to real property, (i) minor imperfections of title, if any, none of which, individually or in the aggregate, is substantial in amount, materially detracts from the value or materially impairs the use of the property subject thereto, or materially impairs the operations of the Company; (ii) zoning laws and other land use restrictions that do not materially impair the present use of the property subject thereto, (iii) easements and other restrictions that would not individually or in the aggregate materially impair the present use of the property; and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred matters disclosed in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified title policies referred to on Part Schedule 3.6 of the Seller Parties Disclosure Schedule (together, the “"Real Property Permitted Encumbrances”"). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) real property, leaseholds, or other interests therein owned by the Assets that Company. Sellers and the Company purports have delivered or made available to ownBuyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule inventory and personal property Rental Equipment sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired inventory and Rental Equipment subsequently sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practiceBusiness), which subsequently purchased or acquired properties and assets (other than inventory inventory, Rental Equipment, and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in the Ordinary Course of Business in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently ownExcept for the fee simple interests in real property described on Exhibit 2.7(a)(i) hereof (which real property interests are Excluded Assets), nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 none of the Seller Parties Disclosure Schedule Realty One Companies owns any fee simple interest in real estate or any options to acquire such interests (other than options granted under leases listed on Exhibit 3.6). Exhibit 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Realty One Companies, including the property, the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. Sellers and/or the Realty One Companies have delivered to Insignia copies of the leases by which the Realty One Companies hold real property interests in the possession of Sellers or the Realty One Companies and relating to such property or interests. The Realty One Companies hold good title subject only to the matters permitted by the following sentence, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the Assets that operation of the Company purports to ownbusiness of the Realty One Companies, including all of the properties and assets reflected in the 1996 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule real property and personal property sold disposed of since the date of the 1996 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Realty One Companies since the date of the 1996 Balance Sheet Sheets (except for personal property acquired and sold since the date of the 1996 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Exhibit 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the 1996 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the 1996 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the 1996 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) zoning laws and other land use restrictions that do not impair the Pledge Agreement present use of the property subject thereto; (as defined belowii) easements, conditions, restrictions, covenants and declarations of record or the Facility Agreement in any lease; and (viii) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created those matters which would be disclosed by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule an accurate survey; and (together, the “Permitted Encumbrances”e). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains Schedule, the financial statements and/or the tax return schedules contain a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Company. The Company owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own located in the facilities owned, leased or operated by the Company purports to ownor reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all . All of the properties properties, leasehold interests and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property and short-term investments acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part Section 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet Sheet, as securing specified liabilities or obligations, with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a material default) exists, (iiic) liens for current taxes not yet duedue and payable, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the existing use of the property subject thereto, or materially impairs the operations of the Company, (as defined belowii) or zoning laws and other land use restrictions that do not materially impair the Facility Agreement present use of the property subject thereto and (viii) Encumbrances incurred items reflected in and/or excepted in the Ordinary Course title commitment obtained for the real property. To the Shareholders' Knowledge, all buildings, plants, and structures owned by the Company lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togetherany other Person, the “Permitted Encumbrances”). All such assets are suitable except as may be reflected in any title commitment obtained for the uses to which they are being put or have been put real property in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedconnection with this transaction.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by the Acquired Company. a. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Compthe Acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Company and relating to such property or interests. b. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner Letter. c. All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, , (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, , (iii) liens for current taxes not yet due, and and (iv) Encumbrances pursuant with respect to real property, (A) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement value or impairs the use of the property subject thereto, or impairs the operations of the Acquired Company, and (as defined belowB) zoning laws and other land use restrictions that do not impair the present or anticipated use of the Facility Agreement and property subject thereto. (v) Encumbrances incurred in All buildings, plants, and structures owned by the Ordinary Course Acquired Company lie wholly within the boundaries of the Business, consistent with past practicereal property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bItem 3.11(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Vanguard Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interest in real property owned by any Vanguard Company. Vanguard has made available for inspection by TACT and its counsel complete copies of each real property lease to which any Vanguard Company is a party. The Vanguard Companies are in compliance with all material terms of each such real property lease, and to the Knowledge of the Vanguard Companies, there exists no default or event which, with notice or the passage of time, would constitute an event of default thereunder. (Ab) Vanguard has delivered or made available to TACT copies of the Assets deeds and other instruments (as recorded) by which the Vanguard Companies own or lease real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Vanguard Companies and relating to such real property or interests. Except as set forth in Item 3.11(b) of the Vanguard Disclosure Schedule, the Vanguard Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company purports they purport to own, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Vanguard Companies since the date of the Interim Balance Sheet (except for personal property acquired and of the Vanguard Companies sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Item 3.11(b) of the Seller Parties Vanguard Disclosure Schedule. The Company is the sole owner . (c) All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are owned free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim Balance Sheet or in Item 3.11(b) of the Vanguard Disclosure Schedule as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse or time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets of Vanguard) or in Item 3.11(b) of the Vanguard Disclosure Schedule, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iic) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens Liens for current taxes not yet duedue and payable, and (ivd) Encumbrances pursuant with respect to real property (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Vanguard Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by Xxxx. Xxxx owns (Awith good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the Assets properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company it purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Xxxx since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory Inventory and short-term investments) , are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of Xxxx, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedproperty subject thereto.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (bSection 3.6(a) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein currently owned or leased by the Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to ownown located in the facilities owned or operated by the Company or reflected as owned in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Section 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), all such properties and assets are in good operating condition (Breasonable wear and tear excepted) and are suitable for their intended use, and all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 Section 3.6(a) of the Seller Parties Disclosure ScheduleLetter. The Company is Except as set forth in Section 3.6(a) of the sole owner Disclosure Letter, all material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet Financial Statements are free and clear of all Encumbrances other than Permitted Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iii) liens for current taxes not yet duewith respect to real property, (x) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ivy) Encumbrances pursuant zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. (b) The Company has the right to the Pledge Agreement (as defined below) or the Facility Agreement use all customer-furnished tangible and (v) Encumbrances incurred intangible personal property and assets used in the Ordinary Course operation of the Business, consistent with past practice, or created by the express provisions Company's business as currently conducted. Section 3.6(b) of the Contracts, each Disclosure Letter contains a list of all such customer-furnished property. All customer-furnished tangible assets of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (togetherCompany are, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are aggregate, in good working order, ordinary condition and repair, reasonable wear and tear excepted, and reasonably suitable for the conduct of the Company's business as currently conducted and, to the Knowledge of Sellers and the Company, there is no material expenditure presently required to maintain such condition and state of repair or replace such tangible assets. The Company is currently in possession of all customer-furnished tangible assets provided to the Company by a customer, except such property that has been returned to such customer or such property that is in the possession of a qualified subcontractor. The Company will continue to have the right to use all customer-furnished property set forth in Section 3.6(b) of the Disclosure Letter immediately following the Closing, subject to the customer's right to revoke the Company's right to use such customer-furnished property at any time.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all real property, licenses, mining agreements, leaseholds, or other interests therein owned by the Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Acquired Company and relating to such property or interests. The Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, licenses, and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Acquired Company purports to ownor reflected as owned in the books and records of the Acquired Company, including all of the properties and assets reflected in the Balance Sheet and the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Company lie wholly within the boundaries of the real property owned by the Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part Schedule 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein used in connection with the Business. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which Seller or one of the Assets Acquired Companies acquired such real property and/or interests, and copies of all title insurance policies, opinions, abstracts and surveys that, to Seller’s Knowledge, are in the possession of Seller or the Acquired Companies and relating to such property or interests. The Acquired Companies own, or will as of the Closing Date own, (with good and marketable title in the case of owned real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that are used in connection with the Company purports to ownBusiness, or reflected as owned in the books and records of the Acquired Companies or the Business, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases or operating leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired to be owned by the Company Acquired Companies or otherwise in connection with the Business since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, reservations or limitations of any material nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no material default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, any restrictions which have not been identified in documents of ownership or title insurance. All buildings, plants and structures owned by the Pledge Agreement (as defined below) Acquired Companies or otherwise used in connection with the Facility Agreement and (v) Encumbrances incurred in Business lie wholly within the Ordinary Course boundaries of the Businessreal property owned by the Acquired Companies and to Seller’s Knowledge, consistent with past practicedo not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 None of the Seller Parties Disclosure Schedule Realty One Companies owns any fee simple interest in real estate or any options to acquire such interests, except fee simple title to real estate held from time to time by Insignia Relocation in the Ordinary Course of Business. Exhibit 3.6 hereof contains a complete and accurate list Schedule of all real property leaseholds held by the Realty One Companies, including the property, the address, and, with respect to the lease agreement applicable to such leasehold interest, the names of the parties, the date, and the termination date. Seller, Insignia and/or the Realty One Companies have delivered to Buyer copies of the leases by which the Realty One Companies hold real property interests in the possession of Seller, Insignia or the Realty One Companies and relating to such property or interests. The copies of such leases delivered to Buyer contain all the agreements between a lessor and the applicable Realty One Company respecting the terms and conditions of such Realty One Company's lease of the premises subject to such lease agreements. The Realty One Companies hold good title, or leasehold title, as applicable, subject only to the matters permitted by the following sentence and otherwise herein, in all of the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that are presently used in the operation of the business of the Realty One Companies other than Intellectual Property Assets that the Company purports which shall be subject to ownrepresentations and warranties in Section 3.22, including all of the properties and assets reflected in the Interim 2001 Balance Sheet Sheets (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold disposed of since the date of the Interim 2001 Balance Sheet, as the case may be, Sheets in the Ordinary Course of Business), ) and (B) all of the properties and assets purchased or otherwise acquired by the Company Realty One Companies since the date of the Interim 2001 Balance Sheet Sheets (except for personal property acquired and sold since the date of the Interim 2001 Balance Sheet Sheets in the Ordinary Course of Business and consistent with past practiceexcept as set forth on Exhibit 3.16), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Interim 2001 Balance Sheet Sheets are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim 2001 Balance Sheet Sheets as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim 2001 Balance Sheet Sheets (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) existsexists and which would have a Material Adverse Effect, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) zoning laws and other land use restrictions that do not impair the Pledge Agreement present use of the property subject thereto, (as defined belowii) easements, conditions, restrictions, covenants and declarations of record or the Facility Agreement in any lease, and (viii) Encumbrances incurred in the Ordinary Course of the Businessthose matters which would be disclosed by an accurate survey, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule and (together, the “e) Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties The AP Disclosure Schedule contains a complete and accurate list of all (A) the Assets that real property, leaseholds, or other interests in real property owned by the Company and used in or associated with the Business. The Company has delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and assets reflected in the Interim Balance Sheet associated with the Business (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 Section 3.3 of the Seller Parties AP Disclosure Schedule Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold in the Ordinary Course of Business since the date of the Interim Balance Sheet, as Sheet and associated with the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet and associated with the Business (except for personal property acquired and sold since the date of the Interim Balance Sheet and associated with the Business in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments, and other than those assets purchased or properties acquired in the Ordinary Course of Business) are listed in Part 3.6 Section 3.3 of the Seller Parties AP Disclosure Schedule. The Company is the sole owner All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet that are associated with the Business are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests associated with the Business shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets associated with the Business after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company, and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. The Company holds no fee interests in real property that are included among the Assets. (b) Except as set forth at Section 3.3 of the AP Disclosure Schedule: (i) The Company has paid the rent and observed and performed the covenants on the part of the tenant and the conditions contained in any leases (which expression in this paragraph (a) includes underleases) under which the Properties are held in all material respects and the last demand (or receipts for rent if issued) were unqualified, and all the leases are valid and in full force. (ii) All licenses, consents and approvals required from the landlords and any superior landlords under any leases of the Properties have been obtained, and the covenants on the part of the tenant contained in the licenses, consents and approvals have been duly performed and observed. (iii) There are no rent reviews under the leases of the Properties held by the Company in progress. (iv) Encumbrances pursuant No obligation necessary to comply with any notice or other requirement given by the Pledge Agreement (as defined below) or landlord under any leases of the Facility Agreement Properties is outstanding and unobserved and unperformed. (v) Encumbrances incurred There is no material obligation to reinstate the Properties by removing or dismantling any alteration made to it by the Company or any predecessor in title to the Ordinary Course Company. (vi) The Company does not own the lease to any property which has a term exceeding three (3) years. (vii) There are no claims by the landlord or any third party against the Company for rent arrears, reinstatement costs and such other costs and expenses which may be payable in connection with the Company’s lease of any of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedleased Properties.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule --------------------------------- Memorandum contains a complete and accurate list of all (A) the Assets that real property, leaseholds, or other interests therein owned by the Company purports and the Subsidiaries. The Company and the Subsidiaries own (with fee simple title in the case of real property, subject only to own, including the matters permitted by the following sentence) all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that are reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, Sheet in the Ordinary Course ordinary course of Businessbusiness), and (B) all of the properties and assets purchased or otherwise acquired by the Company or a Subsidiary since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice). Except as disclosed in Section 3.8 of the Disclosure Memorandum, which subsequently purchased or acquired all material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances liens, security interests, claims, restrictions, rights of first refusal, options, and other encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company and the Subsidiaries, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company and the Subsidiaries lie wholly within the boundaries of the real property owned by the Company and the Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 Section 4.21 of the Seller Parties Company Disclosure Schedule contains a complete and accurate list of sets forth all (A) the Assets that real property owned or leased by the Company purports to ownand the Company Subsidiaries (the "Company Real Property"), including indicating which facilities are owned and which are leased. Except as disclosed in the Company Current Reports and as described in clause (ii) below: (i) each of the Company and the Company Subsidiaries has good, valid and marketable title to, or a valid leasehold interest in, as applicable, all of the its properties and assets (real, personal and mixed, tangible and intangible), including, without limitation, all Company Real Property and all other properties and assets reflected in the Balance Sheet consolidated balance sheet of the Company and the Company Subsidiaries at June 30, 1998 included in the Company Form 10-Q for the quarter ended June 30, 1998 (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date disposed of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course ordinary course of Business business and consistent with past practice)practice since June 30, which subsequently purchased 1998) and (ii) none of such properties or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of wayliability, building use restrictionsobligation, exceptionsclaim, varianceslien, reservationsmortgage, pledge, security interest, conditional sale agreement, charge or limitations encumbrance of any nature exceptkind (whether absolute, accrued, contingent or otherwise), except for liens securing repayment of indebtedness incurred in the ordinary course consistent with past practice subsequent to June 30, 1998 and liens for taxes not yet due and payable, unrecorded and undelivered mortgages between a Company Subsidiary and a joint venture entity in which the Company is a limited partner or a managing member (as identified in Section 4.21 of the Company Disclosure Schedule) and easements and restrictions of record, if any, which are not substantial in amount, do not materially detract from the value of the property or assets subject thereto and do not impair the operations of the Company and the Company Subsidiaries. Each of the leases is in full force and effect and there is no default by landlord or tenant existing thereunder (and no event has occurred which, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with without notice or lapse the passage of time or both, would constitute a defaultdefault under such lease) exists, (ii) mortgages or security interests incurred which would have a Material Adverse Effect on the Company. Except as set forth in connection with the purchase of property or assets after the date Section 4.21 of the Balance Sheet (Company Disclosure Schedule, the Company and the Company Subsidiaries have obtained owner's title insurance on all of the Company Real Property owned by the Company or any Company Subsidiary, in each case insuring good and marketable fee simple title to such mortgages and security interests being limited Company Real Property, in an amount at least equal to the property aggregate value of such Company Real Property together with all improvements thereon. Except as set forth in Section 4.21 of the Company Disclosure Schedule, there are no mechanics' or assets so acquired)materialmen's liens or liens of a similar nature in existence with respect to any on-going construction activities involving any of the Company Real Property that, with respect to which no default (each such construction activity, exceeds $50,000 individually, or event that$200,000 in the aggregate. Except as would not cause a Material Adverse Effect on the Company, with notice or lapse all of time or both, would constitute a default) exists, (iii) liens for current taxes not yet duethe properties and assets of the Company and the Company Subsidiaries are in good operating condition and repair, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement maintenance thereon has not been deferred beyond industry standards, and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to purposes for which they are presently being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedused.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.5 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests therein owned or leased by the Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) the Assets that by which the Company acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Seller or the Company and relating to such property or interests. The Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties, other tangible assets and rights to use (whether real, personal, or mixed and whether tangible or intangible) that it purports to own, including all of the properties and other tangible assets reflected in the Balance Sheet and the Interim Balance Sheet (except for other tangible assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and other tangible assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which and all such subsequently purchased or acquired properties and other tangible assets (other than inventory and short-term investments) are listed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule. The Company is the sole owner . (b) All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests Disclosed to Buyer and incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant with respect to real property, subject to (A) the Pledge Agreement restrictions and limitations set out in the real estate registry, such as “Dienstbarkeiten” and “Grundlasten”, (as defined belowB) minor imperfections of title, if any, none of which is substantial in amount, detracts from the value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company, and (vC) Encumbrances incurred in zoning Legal Requirements and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company lie wholly within the boundaries of the real property owned by the Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule 3.15 to this Agreement contains a complete and accurate list of all (A) the Assets that real property, leaseholds or other interests in real property owned or used by the Company purports and its Subsidiary. The Company has delivered or made available to ownWalnut correct and complete copies of the leases or other agreements to which the Company or its Subsidiary is party and pursuant to which it uses or occupies any real property. Except as set forth in Schedule 3.15 to this Agreement, including the Company and its Subsidiary have good title to all of the properties and assets assets, real and personal, tangible and intangible, they own or purport to own, including those reflected on their respective books and records and in the Balance Sheet Company Financial Statements and the Company Interim Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed accounts receivable collected and materials and supplies disposed of in Part 3.6 the ordinary course of the Seller Parties Disclosure Schedule and personal property sold since business consistent with past practice after the date of the Balance SheetCompany Financial Statements and the Company Interim Financial Statements). The Company and its Subsidiary have a valid leasehold, as the case may be, license or other interest in the Ordinary Course of Business), and (B) all of the other properties and assets, tangible or intangible, which are used in the operation of their respective businesses. Except as set forth in Schedule 3.15 to this Agreement, all properties and assets purchased owned, leased or otherwise acquired used by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet its Subsidiary are free and clear of all Encumbrances and are notLiens, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, except for (ia) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens Liens for current taxes Taxes not yet due, (b) workmen's, common carrier and other similar Liens arising in the ordinary course of business, none of which materially detracts from the value or materially impairs the use of the property or asset subject thereto, or materially impairs the operations of the Company and its Subsidiary, (c) Liens disclosed in the Company Financial Statements, and (ivd) Encumbrances pursuant to such imperfections of title and other Liens, if any, which do not individually or in the Pledge Agreement (as defined below) aggregate materially interfere with the value or the Facility Agreement and (v) Encumbrances incurred use of such properties or assets or otherwise could not reasonably be expected to have, individually or in the Ordinary Course of the Businessaggregate, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepteda Company Material Adverse Effect.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) leaseholds, or other interests therein owned by the Assets that Company. Sellers have delivered or made available to Buyer copies of the leases and other instruments by which the Company purports occupies such real property and interests and such instruments are true, complete and accurate. The Company owns or leases all the properties and assets (whether personal, or mixed and whether tangible or intangible) that they purport to ownown or lease located in the facilities owned or operated by the Company and reflected as owned or leased in the books and records of the Company, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, except with respect to all such properties and assets, except for (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.or

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule Letter contains a complete and accurate list of all (A) the Assets that real property, real property leaseholds, or other real property interests therein owned by the Company purports and its Subsidiaries and included with the Acquired Assets. Sellers have delivered or made available to ownBuyer copies of the deeds and other instruments (as recorded) by which the Company and its Subsidiaries acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Subsidiaries and relating to such property or interests. The Company and its Subsidiaries own or by Closing will own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the facilities owned or operated by the Company and its Subsidiaries or reflected as owned in the books and records of the Company and its Subsidiaries, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company and its Subsidiaries since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), ) which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 were purchased or acquired for an aggregate consideration of the Seller Parties Disclosure Scheduleless than $50,000. The Company is the sole owner All properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet (and still owned by the Company or any of its Subsidiaries) are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or Part 3.6 of the Disclosure Letter as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes Taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of the Company or any of its Subsidiaries, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Company and its Subsidiaries lie wholly within the boundaries of the real property owned by the Company and its Subsidiaries and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Sellers have delivered or made available to the Buyer copies of the deeds and other instruments (as recorded) by which each Acquired Company does not currently own, nor has it ever owned (a) any acquired all real property, (b) any leasehold leaseholds, or other interests or (c) any buildingsowned by it, plantsand copies of all title insurance policies, structures and/or equipment. Part 3.6 opinions, abstracts, and surveys in the possession of the Seller Parties Disclosure Schedule contains a complete Sellers or each Acquired Company and accurate list relating to such property or interests. Each Acquired Company owns (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (Awhether real, personal, or mixed and whether tangible or intangible) that they purport to own located in the Assets that facilities owned or operated by such Acquired Company or reflected as owned in the Company purports to ownbooks and records of such Acquired Company, including all of the properties and assets reflected in the Latest Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Latest Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the each Acquired Company since the date of the Latest Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired . All material properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Latest Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Latest Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Latest Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of each Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by each Acquired Company lie wholly within the boundaries of the real property owned by each Acquired Company and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned Seller owns (a) any with good and marketable title in the case of real property, subject only to the Encumbrances permitted by this Section) all the properties and assets (bwhether real, personal, or mixed and whether tangible or intangible) any leasehold interests that they purport to own located in the facilities owned or (c) any buildings, plants, structures and/or equipment. Part 3.6 operated by Seller or reflected as owned in the books and records of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to ownCompany, including all of the properties and assets reflected in the Balance Sheet Closing Date Financial Statements (except for assets held under capitalized leases disclosed or not required to be disclosed in Part Schedule 3.6 of the Seller Parties Disclosure Schedule and personal property sold since which shall be attached to this Agreement as Schedule 3.6 at the date of the Balance Sheet, as the case may be, in the Ordinary Course of Businessclosing date.), and (B) all of the . All material properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet Closing Date Financial Statements are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages : A. Mortgages or security interests shown on the Balance Sheet Closing Date Financial Statements as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens ; B. Liens for current taxes not yet due; and C. With respect to real property: (i) Minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of the Company; and (ii) Zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. All buildings, plants, and (iv) Encumbrances pursuant to structures owned by Seller lie wholly within the Pledge Agreement (as defined below) boundaries of the real property owned by Seller and do not encroach upon the property of, or otherwise conflict with the Facility Agreement property rights of, any other Person. All property and (v) Encumbrances incurred assets of the the Company shall be in the Ordinary Course possession and control of the BusinessSeller at Closing, consistent with past practiceincluding but not limited to, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedall Facilities.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 5.6 of the Seller Parties Buyer Disclosure Schedule Letter contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Buyer. Buyer has delivered or made available to Shareholders copies of the deeds and other instruments (Aas recorded) by which Buyer acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the Assets possession of Buyer relating to such property or interests. Buyer owns all the properties and assets (whether real, personal or mixed and whether tangible or intangible) that the Company it purports to ownown located in the facilities owned or operated by Buyer or reflected as owned in the books and records of Buyer, including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 5.6 of the Seller Parties Buyer Disclosure Schedule Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Buyer since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 5.6 of the Seller Parties Buyer Disclosure ScheduleLetter. The Company is the sole owner All material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, and (iiic) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Title to Properties; Encumbrances. The Company does not currently own, nor has it ever owned (a) The Company and its Subsidiaries do not own any real property. Schedule 4.9(a) hereto lists all real properties leased by the Company and its Subsidiaries as of the date hereof and Schedule 4.9(b) hereto lists the material mortgages, pledges, liens or security interests, if any, affecting the leasehold interests of the Company and its Subsidiaries in such real properties. Schedule 4.9(c) hereto lists all material personal property owned or leased by the Company and its Subsidiaries as of the date hereof; (b) any leasehold interests or (c) any buildingsExcept as would not have a Material Adverse Effect as to the Company, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports and its Subsidiaries, as applicable, have good title to ownall tangible personal properties and other assets shown as owned by the Company and its Subsidiaries, including all of the as applicable, on its books and records (except for properties and assets reflected in the Balance Sheet (except for assets acquired under installment purchase contracts or held under pursuant to capitalized leases disclosed as described on Schedule 4.11, or not required to be disclosed in Part 3.6 of on such Schedule); (c) Except as would not have a Material Adverse Effect as to the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance SheetCompany, as the case may be, in the Ordinary Course of Business), and (B) all none of the properties and or assets purchased or otherwise acquired owned by the Company since the date and its Subsidiaries, as applicable, is subject to any mortgage, pledge, lien, security interest, encumbrance, claim or charge of the Balance Sheet any kind except (except for personal property acquired and sold since the date of the Balance Sheet i) statutory liens arising in the Ordinary Course ordinary course of Business business and consistent with past practice), which subsequently purchased not yet delinquent; (ii) liens or acquired properties and assets encumbrances (other than inventory mortgages, pledges, liens or security interests securing indebtedness) that do not materially interfere with the present use of or materially impair the value of such properties or assets; (iii) mortgages, pledges, liens or security interests securing indebtedness as listed on Schedule 4.9(b) hereto; (iv) liens for taxes not yet due and short-term investmentspayable; (v) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) liens which shall be removed prior to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, Closing Date; or limitations of any nature except, with (vi) liens accounted for as capitalized leases; and (d) With respect to all such properties real property leased or subleased by the Company and assetsits Subsidiaries as set forth in Schedule 4.9(a), (i) mortgages each lease or security interests shown on sublease is in full force and effect as of the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, date hereof; and (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages Company and security interests being limited its Subsidiaries, as applicable, are not and, to the property best of its knowledge, no other party to such leases or assets so acquired)subleases is, with respect to which no in material breach or default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedhas repudiated any provision thereof.

Title to Properties; Encumbrances. The Company does not currently ownOther than the Excluded Property, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 4.5 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all real property, leaseholds, or other interests in real property owned by any Acquired Company. Sellers have delivered or made available to Buyer copies of the deeds and other instruments (Aas recorded) by which the Assets Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests. The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that the Company purports they purport to own, including all of the properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule Schedule, retentions of title agreement in the Ordinary Course of Business and personal property sold since the date of the Interim Balance Sheet, as the case may be, Sheet in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company Acquired Companies since the date of the Interim Balance Sheet (except for personal property acquired and sold since the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments, and other than those assets purchased or properties acquired in the Ordinary Course of Business) are listed in Part 3.6 4.5 of the Seller Parties Disclosure Schedule. The Company is the sole owner All Material properties and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets assets reflected in the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (ia) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iib) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iiic) liens for current taxes not yet due, and (ivd) Encumbrances pursuant with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, detracts from the Pledge Agreement (as defined below) value or impairs the Facility Agreement use of the property subject thereto, or impairs the operations of any Acquired Company, and (vii) Encumbrances incurred in zoning laws and other land use restrictions that do not impair the Ordinary Course present or anticipated use of the Businessproperty subject thereto. All buildings, consistent with past practiceplants, and structures owned by the Acquired Companies lie wholly within the boundaries of the real property owned by the Acquired Companies and do not encroach upon the property of, or created by otherwise conflict with the express provisions of the Contractsproperty rights of, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear exceptedany other Person.