Common use of Title to Properties; Leases Clause in Contracts

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. The Borrower, the Guarantors and their respective Subsidiaries that own Real Estate each has good title to all of its respective Real Estate purported to be owned by it, including, without limitation, that: (a) Each As of the Company and its Subsidiaries has good legal and insurable title, Closing Date (with respect to all real property owned Unencumbered Properties designated as such on the Closing Date) or leased the date of designation as an Unencumbered Property (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simplewith respect to Unencumbered Properties acquired and/or designated as such after the Closing Date), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case to its knowledge thereafter, the Borrower or a Guarantor holds good and clear record and marketable fee simple or leasehold title to the Unencumbered Properties, subject to no rights of others, including any mortgages, conditional sales agreements, title retention agreements, liens or encumbrances, except for Permitted Liens and, in the case of any ground-leased Unencumbered Property, the terms of such ground lease (which shall be an Eligible Ground Lease), as the same may then or thereafter be amended from time to time in a manner consistent with the requirements for an Eligible Ground Lease. (b) The Borrower and each of the then Guarantors will, as of the Closing Date, own all of the assets as reflected in the financial statements of the Borrower and MCRC described in Section 6.4 or acquired in fee title (or, if Real Estate, leasehold title under an Eligible Ground Lease) since the date of such financial statements (except property and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedulesince that date), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as As of the Closing Date, each of the direct or indirect interests of MCRC, the Borrower or MCRC's other Subsidiaries in any Partially-Owned Entity that owns Real Estate is set forth on SCHEDULE 6.3 hereto, including the type of entity in Section 3.5(c) which the interest is held, the percentage interest owned by MCRC, the Borrower or such Subsidiary in such entity, the capacity in which MCRC, the Borrower or such Subsidiary holds the interest, and MCRC's, the Borrower's or such Subsidiary's ownership interest therein. SCHEDULE 6.3 will be updated quarterly at the time of delivery of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms financial statements pursuant to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the CompanySection 7.4(b).

Title to Properties; Leases. The Borrowers, the Guarantors and their respective Subsidiaries each has good title to all of its respective properties, assets and rights of every name and nature purported to be owned by it, including, without limitation, that: (a) As of the Restatement Date (with respect to Unencumbered Properties designated as such on the Restatement Date) or the date of designation as an Unencumbered Property (with respect to Unencumbered Properties acquired and/or designated as such after the Restatement Date), and in each case to the best of its knowledge thereafter, (i) a Borrower or (if after the Restatement Date) a Guarantor holds good and clear record and marketable title to the Unencumbered Properties, subject to no rights of others (except, with respect to a Ground Lease, the rights of the lessor), including any mortgages, conditional sales agreements, title retention agreements, liens or encumbrances, except for Permitted Liens, and (ii) the Unencumbered Properties satisfy the requirements for an Unencumbered Property set forth in the definition thereof. Schedule 7.3(a) sets forth a list of all Unencumbered Properties as of the Restatement Date. (b) Each of the Company Borrowers and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part each of the Financial Statementsthen Guarantors will, as of the Restatement Date, own all of the assets as reflected in the financial statements of the Borrowers described in §7.4 or held by acquired since the Company or any date of its Subsidiaries for use in its business if not so reflected, such financial statements (except property and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory assets sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case otherwise disposed of in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedulesince that date), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as Each of the direct or indirect interests of the Borrowers or Holdings in any Partially-Owned Entity is set forth in Section 3.5(con Schedule 7.3(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenantshereto, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of including the type conducted of entity in which the interest is held, the percentage interest owned by such Borrower or Holdings in such entity, the Companycapacity in which such Borrower or Holdings holds the interest, and such Borrower's or Holdings' ownership interest therein.

Title to Properties; Leases. (a) Each Schedule 3.14(a) of the Company and its Subsidiaries has good legal and insurable title, with respect to Disclosure Letter lists (i) all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held material leases entered into by the Company or any of its Subsidiaries during the Company’s or Subsidiaries’ period of ownership for use any real property to which the Company or any of its Subsidiaries is a party as a lessee as of the date hereof, setting forth in the case of any such lease, the location of such real property and (ii) all real properties to which the Company or any of its business if not so reflected, and good indefeasible and merchantable Subsidiaries owns fee simple title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held owned by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by as of the date hereof (the “Owned Real Property”). (b) Neither the Company or nor any of its Subsidiaries since such date, except inventory sold has breached or depletedis in default under, or propertyhas received written notice of any breach of or default under, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement lease under which the Company or any of its Subsidiaries holds is the lessee of real or personal property, except for such breaches or defaults that have been cured or that would not reasonably be expected to result in a Company Material Adverse Effect. (c) Each lease under which the Company or any of its Subsidiaries is the lessee of real or personal property has been duly authorized, executed is in full force and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is effect and constitutes a legal, valid and binding obligation of the Company or a such Subsidiary, as the case may beapplicable, and, except for any such failures that would not reasonably be expected to the Company's knowledge, of each other party thereto, enforceable result in accordance with its terms. Each of the a Company Material Adverse Effect. (d) The Company and its Subsidiaries has a valid leasehold interest in have good and enjoys peaceful marketable title, free and undisturbed possession under clear of all Leases pursuant Liens (other than Permitted Liens) to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) all of the Disclosure Schedule. All of such Leases are valid properties and subsisting assets, tangible and intangible, reflected in full force and effect. Neither the most recent balance sheets included in the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate SEC Reports as being owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property date thereof (other than land), fixtures, fixed except properties or assets and machinery and equipment are in a state sold or otherwise disposed of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of since the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use date thereof in the ordinary course of business of the type conducted by the Companybusiness).

Title to Properties; Leases. (a) The Company and its Subsidiaries do not own any real property. To the Company's knowledge, each of the Company and its Subsidiaries has good leasehold title with respect to all real property it leases. Each of the Company and its Subsidiaries has good legal indefeasible and insurable title, with respect merchantable title to all real property owned or leased (in fee simple if owned other assets, tangible and leasehold if leased) and marketable title if owned (in fee simple), if anyintangible, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or (excluding leased real estate) held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries Subsidiary for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries Company Subsidiary since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheetFinancial Statements, or the notes thereto(ii) Liens for current taxes not yet due and payable, forming part of the Financial Statements or (iii) Liens set forth in on Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing , (iv) Liens referred that will be released prior to in the preceding sentence Closing Date (a true, correct and complete list and description of which is set forth in are listed on Section 3.5(a) of the Disclosure Schedule), to (v) Permitted Liens, and (vi) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the Company's knowledgeaggregate, no financing statements under substantial in character, amount or extent and do not materially detract from the Uniform Commercial Code and no other filing which names value, or materially interfere with the Company or any of its Subsidiaries as debtor or which covers or purports to cover any present use, of the property of the Company subject thereto or any of its Subsidiaries is on file in any state affected thereby, or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filingotherwise materially impair business operations. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries Company Subsidiary holds real or personal property has been duly authorized, executed and delivered by the Company or a Company Subsidiary, as the case may be, and, to the Company's knowledge, by each of the other parties thereto. Each ; each such Lease is a legal, valid and binding obligation of the Company or a Company Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its termsterms (subject to the Enforceability Exceptions). Each To the Company's knowledge, each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which which, to the Company's knowledge, contains any provision which would impair the Company's or a Company Subsidiary's ability to use such property as it is currently used by the CompanyCompany or a Company Subsidiary, except as described in Section 3.5(a) of the Disclosure Schedule. All To the Company's knowledge, (i) all of such Leases are valid and subsisting and in full force and effect. Neither effect and (ii) except as set forth in Section 3.5(a) of the Company nor any Disclosure Schedule, none of the Company, its Subsidiaries nor, to the Company's knowledge, or any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete address and general description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear exceptedSubsidiary. (c) Except To the Company's knowledge, except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) , all real property owned or leased by the Company or any of its Subsidiaries Company Subsidiary conforms to and complies with with, except as in the aggregate would not result in an Adverse Effect on the Company, all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the CompanyLaws.

Title to Properties; Leases. (a) Each of the Company and each of its Subsidiaries has good legal and insurable title, with respect defensible title to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple)property, if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statementsfinancial statements, or held used by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or held used by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except date (other than inventory sold or depletedsold, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries), free and clear of all Liens, Encumbrances except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedulefor Permitted Encumbrances. Except for financing statements evidencing Liens Encumbrances referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledgesentence, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by either the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the Subsidiaries which are parties thereto. Each such Lease thereto and is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, each of each other party theretothem, enforceable in accordance with its terms. Each of the Company and each of its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the ; and neither Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any such Lease. (b) . Neither Company nor any of its Subsidiaries owns any real property. Section 3.5(b) 2.7 of the Disclosure Schedule contains a true, correct and complete description of lists all material real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipmentLeases. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue vendee under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) 2.7 of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each Section 4.5(a) of the Company Disclosure Schedule contains a true, accurate and its Subsidiaries has good legal and insurable title, with respect to complete description of all real property estate owned or leased by the Company (the "Company Real Property") and all Leases and an identification of all material items of personal property (the "Company Personal Property"). The Company has good legal, indefeasible, insurable and marketable title in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple)to all Company Real Property, if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held owned by the Company or any of its Subsidiaries for use in its business if not so reflected, it and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesPersonal Property, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheet, or the notes thereto, forming part of the Company Financial Statements or (including, but not limited to, the Lien securing the Park Center Note), (ii) Liens for current taxes not yet due and payable, (iii) Liens set forth in on Section 3.5(a4.5(a) of the Company Disclosure Schedule, (iv) Liens that will be released prior to the Closing Date (and which are listed on Section 4.5(a) of the Company Disclosure Schedule), and (v) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the aggregate, substantial in character, amount or extent and do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby, or otherwise materially impair business operations. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct accurate and complete list and description of which is set forth in Section 3.5(a4.5(a) of the Company Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the Company Real Property (other than land) and all material items of Company Personal Property are generally in a state of good repair and maintenance and are generally in good operating condition, normal wear and tear excepted, have been maintained in a manner consistent with generally accepted standards of good engineering practice and will permit the Stations to operate in accordance with the terms and conditions of their respective FCC Licenses and all Applicable Laws. (b) Except as otherwise set forth in Section 4.5(b) of the Company Disclosure Schedule, each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiaryand, as to the case may beCompany's knowledge, each of the other parties thereto, and is a legal, valid and binding obligation of each of the Company that are parties thereto, and, to the Company's knowledge, by each of the other parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the The Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property Company Real Property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure ScheduleCompany Personal Property. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c4.5(c) of the Company Disclosure Schedule: (i) , all real property owned or leased by improvements on the Company Real Property are in compliance in all material respects with, and the Company has not received any notice that any Company Real Property, or the use thereof violates, any applicable title covenant, condition, restriction or reservation or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and or other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, by Company reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure ScheduleLetter. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure ScheduleLetter), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure ScheduleLetter. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease, except to the extent any such default would not have an Adverse Effect. (b) Section 3.5(b) of the Disclosure Schedule Letter contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipmentequipment with a value in excess of $1,000.00. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure ScheduleLetter. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) Letter all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. A. The Company (aor a Subsidiary) Each of the Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company (or any of its Subsidiaries a Subsidiary) for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company (or any of its Subsidiaries a Subsidiary) for use in its business if not so reflected, or purported to have been acquired by the Company (or any of its Subsidiaries a Subsidiary) since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (x) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (y) Liens securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, which are not yet due or payable, or (z) as set forth in Section 3.5(a3.6(A) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company (or any of its Subsidiaries a Subsidiary) holds real or personal property has been duly authorized, executed and delivered by the Company (or a Subsidiary, as the case may be, and, to the Company's knowledge, by ); each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company (or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms). Each of the The Company and its Subsidiaries (or a Subsidiary) has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any of its Subsidiaries norSubsidiary, nor to the Company's knowledge, knowledge of the Company any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) B. Section 3.5(b3.6(B) of the Company Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company (or any of its Subsidiaries a Subsidiary) and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment of the Company (or a Subsidiary) are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. The Company (or a Subsidiary) owns, rents or leases all tangible assets necessary for the conduct of the combined business of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted until the Closing. C. With respect to each parcel of such real property owned by the Company (c) Except or a Subsidiary), except as set forth in Section 3.5(c3.6(C) of the Company Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, northere are no pending or, to the knowledge of the Company, any landlordthreatened condemnation proceedings relating to such parcel, tenant and there are no pending or, to the knowledge of the Company, threatened litigation or administrative actions relating to such parcel or other occupant matters Adversely Affecting the use, occupancy or user value thereof; (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the operation of the business of the Company (or a Subsidiary) as now conducted (the "Current Uses") and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of Applicable Laws and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (iv) all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Current Uses and in accordance with all material Applicable Laws, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; (v) such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; (vi) the Company (or a Subsidiary) has received no written notice of any such proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the parcels; and (vii) each parcel is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (a) to fulfill any zoning, building code, or other municipal or governmental requirement, (b) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (c) to fulfill the requirements of any lease. No building or other improvement not included in the parcels relies on any part of the parcels to fulfill any requirement of Applicable Laws or for structural support or the furnishing of any essential building systems or utilities. Each of the parcels is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. D. With respect to each Lease, except as set forth in Section 3.6(D) of the Company Disclosure Schedule: (i) there are no disputes, oral agreements or forbearance programs in effect as to any Lease; (ii) all facilities occupied under each Lease are supplied with utilities and other services necessary for the operation of said facilities; (iii) to the knowledge of the Company, the owner of the facility occupied under each Lease has good and clear record and marketable title to the parcel of real property, has used such real property for the storage or disposal free and clear of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materialsany Lien, except for use in recorded easements, covenants, and other restrictions which do not impair the ordinary course of business Current Uses, occupancy or value of the type conducted by the Companyproperty subject thereto; and (iv) no Event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration of any Lease.

Title to Properties; Leases. (a) Each The Company or one of the Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) ), and good, clear, record and marketable title if with respect to all real property owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company or any one of its Subsidiaries for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company or any one of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any one of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (w) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (x) Liens securing taxes, assessments, governmental charges or levies, or the claims of mechanics, materialmen, carriers, landlords and like persons, which are not yet due or payable or are due but not yet payable, (y) Permitted Liens or (z) as set forth in Section 3.5(a3.6(a) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any one of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiaryone of its Subsidiaries, as the case may be, and, to the Company's knowledge, by and each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, one of each other party thereto, enforceable in accordance with its termsSubsidiaries. Each The Company or one of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or material tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any of its Subsidiaries Subsidiary nor, to the knowledge of the Company's knowledge, any other party thereto, thereto is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b3.6(b) of the Company Disclosure Schedule contains a true, correct and complete description list of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment of the Company and its Subsidiaries are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. The Company or one of its Subsidiaries owns or leases all tangible assets necessary for the conduct of the combined business of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted until the Closing. (c) Except With respect to each parcel of real property owned by the Company or one of its Subsidiaries, except as set forth in Section 3.5(c3.6(c) of the Company Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, northere are no pending or, to the knowledge of the Company, any landlordthreatened condemnation proceedings relating to such parcel, tenant and there are no pending or, to the knowledge of the Company, threatened litigation or administrative actions relating to such parcel or other occupant matters Adversely Affecting the use, occupancy or user value thereof; (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the operation of the business as now conducted (the "Current Uses") by the Company or its Subsidiaries and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of Applicable Laws and, to the best knowledge of the Company, do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (iv) all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Current Uses and in accordance with all Applicable Laws, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; (v) such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; (vi) neither the Company nor any of its Subsidiaries has received written notice of any proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such parcel; and (vii) such parcel is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (a) to fulfill any zoning, building code, or other municipal or governmental requirement, (b) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (c) to fulfill the requirements of any lease. No building or other improvement not included in such parcel relies on any part of such parcel to fulfill any requirement of Applicable Laws or for structural support or the furnishing of any essential building systems or utilities. Such parcel is assessed by local property assessors as a tax parcel separate from all other tax parcels. (d) With respect to each Lease by which the Company or any Subsidiary leases or subleases any real property, except as set forth in Section 3.6(d) of the Company Disclosure Schedule: (i) such Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing; (ii) no party to such Lease has used repudiated any provision thereof; (iii) there are no material disputes, oral agreements, or forbearance programs in effect as to such real property Lease; (iv) such Lease contains no provision pursuant to which any increased or additional rent or other charge will be or may be assessed against the Company or any Subsidiary as a result of the Transactions or as a condition to any consent required under such Lease required of the Company or any Subsidiary on account of the Transactions, other than any such increased or additional rent or other charge which is not material in relation to such Lease; (v) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder have received all material Governmental Authorizations required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the storage or disposal operation of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Companysaid facilities.

Title to Properties; Leases. (a) Each of The Company does not own any real property. To the Company's knowledge, the Company and its Subsidiaries has good legal and insurable title, leasehold title with respect to all real property owned or leased (in fee simple if owned it leases. The Company has good indefeasible and leasehold if leased) merchantable title to all other assets, tangible and marketable title if owned (in fee simple), if anyintangible, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or (excluding leased real estate) held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesCompany, free and clear of all Liens, except such as are (i) Liens reflected in the most recent balance sheetFinancial Statements, or the notes thereto(ii) Liens for current taxes not yet due and payable, forming part of the Financial Statements or (iii) Liens set forth in on Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing , (iv) Liens referred that will be released prior to in the preceding sentence Closing Date (a true, correct and complete list and description of which is set forth in are listed on Section 3.5(a) of the Company Disclosure Schedule), to and (v) such imperfections of title, easements, encumbrances and mortgages or other Liens, if any, as are not, individually or in the Company's knowledgeaggregate, no financing statements under substantial in character, amount or extent and do not materially detract from the Uniform Commercial Code and no other filing which names value, or materially interfere with the Company or any of its Subsidiaries as debtor or which covers or purports to cover any present use, of the property of the Company subject thereto or any of its Subsidiaries is on file in any state affected thereby, or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filingotherwise materially impair business operations. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the other parties thereto. Each ; each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its termsterms (subject to the Enforceability Exceptions). Each of To the Company's knowledge, the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which which, to the Company's knowledge, contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All To the Company's knowledge, (i) all of such Leases are valid and subsisting and in full force and effect. Neither effect and (ii) except as set forth in Section 3.5(a) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear exceptedCompany. (c) Except To the Company's knowledge, except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) , all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with with, except as in the aggregate would not result in an Adverse Effect on the Company, all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the CompanyLaws.

Title to Properties; Leases. The Borrower, the Operating Subsidiaries and the Guarantors each has good title to all of its respective properties, assets and rights of every name and nature purported to be owned by it, including, without limitation, that: (a) Each As of the Company and its Subsidiaries has good legal and insurable title, Closing Date (with respect to all real property owned Unencumbered Assets designated as such on the Closing Date) or leased the date of designation as an Unencumbered Asset (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simplewith respect to Unencumbered Assets acquired and/or designated as such after the Closing Date), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case to the best of its knowledge thereafter, the Borrower or a Guarantor holds good and clear record and marketable fee simple or leasehold title to (or an undivided condominium interest in) the Unencumbered Assets, subject to no rights of others, including any mortgages, conditional sales agreements, title retention agreements, liens or encumbrances, except for Permitted Liens and, in the case of any ground- leased Unencumbered Asset, the terms of such ground lease, as the same may then or thereafter be amended from time to time in a manner consistent with the minimum term for ground leases set forth in the definition of "Real Estate Assets" in (S)1.1 above. (b) The Borrower and each of the Guarantors will, as of the Closing Date, own all of the assets as reflected in the financial statements of the Borrower and BPC described in (S)6.4 or acquired since the date of such financial statements (except property and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedulesince that date), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as Each of the direct or indirect interests of the Borrower or its Subsidiaries in any Partially-Owned Real Estate Holding Entity is set forth on Schedule 6.3 hereto, including the type of entity in Section 3.5(c) of which the Disclosure Schedule: (i) all real property interest is ------------ held, the percentage interest owned or leased by the Company Borrower or any of its Subsidiaries conforms to such Subsidiary in such entity, the capacity in which the Borrower or such Subsidiary holds the interest, and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant Borrower's or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the CompanySubsidiaries' ownership interest therein.

Title to Properties; Leases. (a) Each of the A. The Company and its Subsidiaries has good good, legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent audited balance sheet forming part of the Company Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariespractice, free and clear of all Liens, except (x) such as are reflected in the most recent audited balance sheet, or the notes thereto, forming part of the Company Financial Statements Statements, (y) Liens securing taxes, assessments, governmental charges or levies, or the claims of materialmen, carriers, landlords and like persons, which are not yet due or payable, or (z) as set forth in Section 3.5(a3.6(A) of the Company Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company (or any a Subsidiary of its Subsidiaries the Company) holds real or personal property has been duly authorized, executed and delivered by the Company (or Subsidiary, as the case may be, and, to a Subsidiary of the Company's knowledge, by ); each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company (or a Subsidiary, as the case may be, and, to Subsidiary of the Company's knowledge, of each other party thereto, enforceable in accordance with its terms). Each The Company (or a Subsidiary of the Company and its Subsidiaries Company) has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither ; and neither the Company nor any Subsidiary of its Subsidiaries northe Company, nor to the Company's knowledge, knowledge of the Company any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) B. Section 3.5(b3.6(B) of the Company Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company (or any a Subsidiary of its Subsidiaries the Company) (the "Real Property") and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment of the Company (or a Subsidiary of the Company) are in a state of good repair and maintenance and are in good operating operational condition, reasonable wear and tear excepted. The Company (or a Subsidiary of the Company) owns, rents or leases all tangible assets necessary for the conduct of the combined business of the Company and its Subsidiaries as presently conducted and as presently proposed to be conducted until the Subsequent Closing. C. With respect to each parcel of such real property owned by the Company (c) Except or a Subsidiary of the Company), except as set forth in Section 3.5(c3.6(C) of the Company Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, northere are no pending or, to the knowledge of the Company, any landlordthreatened condemnation proceedings relating to such parcel, tenant and there are no pending or, to the knowledge of the Company, threatened litigation or administrative actions relating to such parcel or other occupant matters adversely affecting the use, occupancy or user value thereof; (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the operation of the business of the Company (or a Subsidiary) as now conducted (the "Current Uses") and such buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of Applicable Laws and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (iv) all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Current Uses and in accordance with all Applicable Laws, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; (v) such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; (vi) the Company (or a Subsidiary of the Company) has received no written notice of any such proposed or pending proceeding to change or redefine the zoning classification of all or any portion of the parcels; and (vii) each parcel is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (a) to fulfill any zoning, building code, or other municipal or governmental requirement, (b) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (c) to fulfill the requirements of any Lease. No building or other improvement not included in the parcels relies on any part of the parcels to fulfill any requirement of Applicable Laws or for structural support or the furnishing of any essential building systems or utilities. Each of the parcels is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels. D. With respect to each Lease, except as set forth in Section 3.6(D) of the Company Disclosure Schedule: (i) there are no disputes, oral agreements or forbearance programs in effect as to any Lease; (ii) all facilities occupied under each Lease are supplied with utilities and other services necessary for the operation of said facilities as now conducted; (iii) to the knowledge of the Company, the owner of the facility occupied under each Lease has good and clear record and marketable title to the parcel of real property, has used such real property for the storage or disposal free and clear of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materialsany Lien, except for use in recorded easements, covenants, and other restrictions which do not impair the ordinary course of business Current Uses, occupancy or value of the type conducted by the Companyproperty subject thereto; and (iv) no Event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration of any Lease.

Title to Properties; Leases. (a) Each of the Company ATS and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the ATS Financial Statements, or held by the Company ATS or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company ATS or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company ATS or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company ATS and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum), to the CompanyATS's knowledgeKnowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company ATS or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company ATS or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company ATS nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company ATS or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company ATS or Subsidiary, as the case may be, and, to the CompanyATS's knowledgeKnowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company ATS or a Subsidiary, as the case may be, and, to the CompanyATS's knowledgeKnowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company ATS and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the CompanyATS's ability to use such property as it is currently used by the CompanyATS, except as described in Section 3.5(a5.31(a) of the ATS Disclosure ScheduleMemorandum. All of such Leases are valid and subsisting and in full force and effect. Neither the Company ATS nor any of its Subsidiaries nor, to the CompanyATS's knowledgeKnowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b5.31(b) of the ATS Disclosure Schedule contains Memorandum is a true, correct and complete description of all real estate owned or leased by the Company ATS or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company ATS or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b5.31(b) of the ATS Disclosure ScheduleMemorandum. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c5.31(c) of the ATS Disclosure ScheduleMemorandum: (i) all real property owned or leased by the Company ATS or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company ATS nor any Subsidiary, nor, to the knowledge Knowledge of the CompanyATS, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the CompanyATS.

Title to Properties; Leases. (a) Each Schedule 3.14(a) of the Company and its Subsidiaries has good legal and insurable title, with respect to Disclosure Letter lists (i) all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held material leases entered into by the Company or any of its Subsidiaries during the Company's or Subsidiaries' period of ownership for use any real property to which the Company or any of its Subsidiaries is a party as a lessee as of the date hereof, setting forth in the case of any such lease, the location of such real property and (ii) all real properties to which the Company or any of its business if not so reflected, and good indefeasible and merchantable Subsidiaries owns fee simple title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held owned by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by as of the date hereof (the "Owned Real Property"). (b) Neither the Company or nor any of its Subsidiaries since such date, except inventory sold has breached or depletedis in default under, or propertyhas received written notice of any breach of or default under, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement lease under which the Company or any of its Subsidiaries holds is the lessee of real or personal property, except for such breaches or defaults that have been cured or that would not reasonably be expected to result in a Company Material Adverse Effect. (c) Each lease under which the Company or any of its Subsidiaries is the lessee of real or personal property has been duly authorized, executed is in full force and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is effect and constitutes a legal, valid and binding obligation of the Company or a such Subsidiary, as the case may beapplicable, and, except for any such failures that would not reasonably be expected to the Company's knowledge, of each other party thereto, enforceable result in accordance with its terms. Each of the a Company Material Adverse Effect. (d) The Company and its Subsidiaries has a valid leasehold interest in have good and enjoys peaceful marketable title, free and undisturbed possession under clear of all Leases pursuant Liens (other than Permitted Liens) to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) all of the Disclosure Schedule. All of such Leases are valid properties and subsisting assets, tangible and intangible, reflected in full force and effect. Neither the most recent balance sheets included in the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate SEC Reports as being owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property date thereof (other than land), fixtures, fixed except properties or assets and machinery and equipment are in a state sold or otherwise disposed of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of since the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use date thereof in the ordinary course of business of the type conducted by the Companybusiness).

Title to Properties; Leases. (a) Each Tarpon, or each of the Company Tarpon Subsidiaries, as applicable, is the owner of good and its Subsidiaries has good legal and insurable title, with respect marketable title to all real property owned or leased (in fee simple if owned properties and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on is the most recent balance sheet forming part owner of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other property and assets, tangible and intangible intangible, that it claims or otherwise purports to own to the extent it claims or otherwise purports to own them (excluding leased propertyincluding, without limitation, all of its assets reflected in its financial statements for the fiscal year ended December 31, 2003 or that it purports to have acquired since December 31, 2003), reflected on such balance sheet, or held by the Company or free and clear of any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such dateLiens, except inventory sold or depleted, or property, plant for (the following collectively referred to as “Permitted Exceptions”) (i) pledges and liens given to secure deposits and other equipment used up or retired, since such date, in each case banking liabilities arising in the ordinary course of business consistent business, (ii) liens for current taxes not yet due and payable, (iii) all easements, covenants, conditions, assignments, defects, restrictions, exceptions, reservations and other encumbrances, whether recorded or unrecorded, which do not materially interfere with past practice the use or operation of the Company property as the same is being currently used and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheetoperated, or the notes thereto, forming part render title to any material portion of the Financial Statements property unmarketable, (iv) all leases, subleases and any memoranda thereof and any non-disturbance agreements with tenants, subtenants or set forth in Section 3.5(aother occupants of any property or (v) any liens, encumbrances, objections or other matters which are caused or created by or on behalf of Buyer or the Surviving Corporation. (b) Each lease under which Tarpon or any of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in Tarpon Subsidiaries is the preceding sentence (a true, correct and complete list and description lessee of which any real or personal property is set forth in Section 3.5(aSchedule 3.19(b) of the Tarpon Disclosure Schedule)Schedules (the “Tarpon Leases”) and will be, to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any upon consummation of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdictionMerger, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect, and Tarpon or each of the Tarpon Subsidiaries has been in peaceable possession of the property covered thereby since the commencement of the original term of such lease. Neither the Company nor any of its Subsidiaries nor, With respect to the Company's knowledgeTarpon Leases, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (bi) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) Schedule 3.4 of the Tarpon Disclosure Schedule. The real property (other than land)Schedules, fixtures, fixed assets and machinery and equipment are in a state no right of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) approval or consent on the part of the Disclosure Schedule: (i) all real property owned lessor under such lease exists or leased by will exist with respect to the Company or any of its Subsidiaries conforms to and complies with all applicable title covenantsMerger, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) no waiver, indulgence or postponement of Tarpon or the Tarpon Subsidiaries’ obligations under such lease has been granted by the lessor thereunder, or of such lessor’s obligations by Tarpon or the Tarpon Subsidiaries and (iii) neither Tarpon nor the Company nor any Subsidiary, Tarpon Subsidiaries nor, to the knowledge of Tarpon, the Companylessor under such lease has violated, in any material respect, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted terms or conditions of such lease, and all of the material covenants to be performed by Tarpon or the CompanyTarpon Subsidiaries and the lessor as of the date hereof have been fully performed in all material respects.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure ScheduleLetter. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure ScheduleLetter), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure ScheduleLetter. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease, except to the extent any such default would not have an Adverse Effect. (b) Section 3.5(b) of the Disclosure Schedule Letter contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure ScheduleLetter. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) Letter all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such balance sheet, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiaries, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may be, and, to the Company's knowledge, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each No Auto Entity owns any real property. (b) One or more of the Company and its Subsidiaries Auto Entities has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statementsto, or held by the Company or any of its Subsidiaries for use in its business if not so reflecteda valid leasehold interest in, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheetthe Most Recent Balance Sheet, or held used by one or more of the Company or any of its Subsidiaries for use Auto Entities in its business if not so reflected, or purported to have been acquired by an Auto Entity since the Company or any of its Subsidiaries since such dateBalance Sheet Date, except inventory sold or depletedreceivables sold, or property, plant and other equipment used up or retired, since such datethe Balance Sheet Date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariesrelevant Auto Entity, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(aPermitted Liens. (c) of the Disclosure Schedule. Except for financing statements evidencing Permitted Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), Schedule 2.4 to the Company's knowledgeOriginal SPA), no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries Auto Entity as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries Auto Entity is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary no Auto Entity has signed or agreed to sign any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing. . (d) Each Lease or other occupancy or other agreement lease under which the Company or any of its Subsidiaries Auto Entity holds real or personal property (other than miscellaneous office equipment and the like with a fair market value of less than $15,000) constituting a part of the assets and property of any such Auto Entity is in full force and effect, has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may berelevant Auto Entity, and, to the Company's its knowledge, by each of the other parties thereto. Each such Lease , and is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may berelevant Auto Entity, and, to the Company's its knowledge, each of each the other party theretoparties thereto , enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Each One or more of the Company and its Subsidiaries Auto Entities has (and, upon Acquisition Effectiveness, one or more of the Drive Entities will have) a valid leasehold interest in and enjoys (and, upon and immediately after Acquisition Effectiveness, one or more of the Drive Entities will enjoy) peaceful and undisturbed possession under all Leases leases pursuant to which it any Auto Entity now holds any such real property or tangible personal property, none subject to the terms of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Scheduleeach lease and Applicable Law. All of such Leases leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries ; no Auto Entity nor, to the Company's its knowledge, any other party thereto, is in default in the performance, observance or fulfillment in any material respects of any obligation, covenant or condition contained in any such Leaselease. (be) Section 3.5(b) Upon Acquisition Effectiveness, Drive will be entitled to use in its business and that of the Disclosure Schedule contains a trueother Drive Entities all software currently used by Auto and the other Auto Entities in their respective businesses, correct and complete description of including without limitation the right to use all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use software and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted services provided by the CompanyPeopleSoft.

Title to Properties; Leases. (a) Each Parent or one of the Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and good, clear, record and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial StatementsSEC Reports, or held by the Company Parent or any a Subsidiary of its Subsidiaries Parent for use in its business if not so reflected, and good and clear indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheet, or (excluding leased property) held by the Company Parent or any a Subsidiary of its Subsidiaries Parent for use in its business if not so reflected, or purported to have been acquired by the Company Parent or any a Subsidiary of its Subsidiaries Parent since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesParent, free and clear of all Liens, except (w) such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements SEC Reports, (x) Liens securing taxes, assessments, governmental charges or levies, or the claims of mechanics materialmen, carriers, landlords and like persons, which are not yet due or payable, (y) Permitted Liens or (z) as set forth in Section 3.5(a5.6(a) of the Parent Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company Parent or any a Subsidiary of its Subsidiaries Parent holds real or personal property has been duly authorized, executed and delivered by the Company Parent or Subsidiary, as the case may be, and, to the Company's knowledge, by such Subsidiary and each of the parties thereto. Each such Lease is a legal, legal and valid and binding obligation of the Company Parent or such Subsidiary. Parent or a Subsidiary, as the case may be, and, to the Company's knowledge, of each other party thereto, enforceable in accordance with its terms. Each of the Company and its Subsidiaries Subsidiary has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or material tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company ; and neither Parent nor any of its Subsidiaries such Subsidiary nor, to the Company's knowledgeknowledge of Parent, any other party thereto, thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all The real estate property owned or leased by the Company Parent or any of its Subsidiaries and all Leases and an identification of is in all material items of fixed assets and machinery and equipment. None of respects disclosed in the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company SEC Reports or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b5.6(b) of the Parent Disclosure Schedule. The , and the real property (other than land)property, fixtures, fixed assets and machinery and equipment owned or leased by Parent or its Subsidiaries are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. Each of Parent and its Subsidiaries owns or leases all tangible assets necessary for the conduct of its business as presently conducted and as presently proposed to be conducted until the Closing. (c) Except With respect to each parcel of real property owned by Parent or one of its Subsidiaries, except as set forth in Section 3.5(c5.6(c) of the Parent Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable Law, and (ii) neither the Company nor any Subsidiary, northere are no pending or, to the knowledge of Parent, threatened condemnation proceedings relating to such parcel, and there are no pending or, to the Companyknowledge of Parent, any landlord, tenant threatened litigation or administrative actions relating to such parcel or other occupant matters Adversely Affecting the use, occupancy or user value thereof; (ii) the buildings and improvements may be used as of right under applicable zoning and land use laws for the Current Uses and such buildings and improvements are located within the boundary lines of the described parcel of land, are not in violation of Applicable Laws and, to the best knowledge of Parent, do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and such parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (iii) there are no outstanding options or rights of first refusal to purchase such parcel, or any portion thereof or interest therein; (iv) all facilities located on such parcel are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Current Uses and in accordance with all Applicable Laws, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting such parcel; (v) such parcel abuts on and has direct vehicular access to a public road or access to a public road via a permanent, irrevocable, appurtenant easement benefiting such parcel; (vi) neither Parent nor any of its Subsidiaries has received no written notice of any proposed or pending proceeding to change or redefine the zoning classification of all or any portion of such parcel; and (vii) such parcel is an independent unit which does not rely on any facilities (other than the facilities of public utility and water companies) located on any other property (a) to fulfill any zoning, building code, or other municipal or governmental requirement, (b) for structural support or the furnishing of any essential building systems or utilities, including, but not limited to electric, plumbing, mechanical, heating, ventilating, and air conditioning systems, or (c) to fulfill the requirements of any lease. No building or other improvement not included in such parcel relies on any part of such parcel to fulfill any requirement of Applicable Laws or for structural support or the furnishing of any essential building systems or utilities. Such parcel is assessed by local property assessors as a tax parcel separate from all other tax parcels. (d) With respect to each Lease by which Parent or any Subsidiary leases or subleases any real property, except as set forth in Section 5.6(d) of the Parent Disclosure Schedule: (i) such Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Closing; (ii) no party to such Lease has used repudiated any provision thereof; (iii) there are no disputes, oral agreements, or forbearance programs in effect as to such real property Lease; (iv) such Lease contains no provision pursuant to which any increased or additional rent or other charge will be or may be assessed against Parent or any Subsidiary as a result of the Transactions or as a condition to any consent required under such Lease required of Parent or any Subsidiary on account of the Transactions, other than any such increased or additional rent or other charge which is not material in relation to such Lease; (v) none of Parent and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder have received all material Governmental Authorizations required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations; and (vii) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the storage or disposal operation of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Companysaid facilities.

Title to Properties; Leases. (a) Each of the The Company and its Subsidiaries has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statements, or held by the Company or any of its Subsidiaries for use in its business if not so reflected, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property), reflected on such the most recent balance sheet, sheet forming part of the Financial Statements or held by the Company or any of its Subsidiaries for use in its business if not so reflected, or purported to have been acquired by the Company or any of its Subsidiaries since such date, except inventory sold or depleted, or property, plant and other equipment used up or retired, since such date, in each case in the ordinary course of business consistent with past practice of the Company and its SubsidiariesCompany, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(a) of the Disclosure Schedule. Except for financing statements evidencing Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure Schedule), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary has not signed or agreed to sign any such financing statement or filing or any agreement authorizing any secured party thereunder to file any such financing statement or filing. Each Lease or other occupancy or other agreement under which the Company or any of its Subsidiaries holds real or personal property has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may beCompany, and, to the Company's knowledgeknowledge without investigation by the Company, by each of the parties thereto. Each such Lease is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may beCompany, and, to the Company's knowledgeknowledge without investigation by the Company, of each other party thereto, enforceable in accordance with its terms. Each of the The Company and its Subsidiaries has a valid leasehold interest in and enjoys peaceful and undisturbed possession under all Leases pursuant to which it holds any real property or tangible personal property, none of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Schedule. All of such Leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries nor, to the Company's knowledge, any other party thereto, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any such Lease. (b) The Company owns no real estate. Section 3.5(b) of the Disclosure Schedule contains a true, correct and complete description of all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) nothing has come to the attention of the Company which would lead the Company to believe that all real property owned or leased by the Company or any of its Subsidiaries conforms does not conform to and complies comply with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use and other Applicable LawLaws, and (ii) neither the Company nor any SubsidiaryCompany, nor, to the knowledge of the Company without investigation by the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted by the Company.

Title to Properties; Leases. (a) Each No Auto Entity owns any real property. (b) One or more of the Company and its Subsidiaries Auto Entities has good legal and insurable title, with respect to all real property owned or leased (in fee simple if owned and leasehold if leased) and marketable title if owned (in fee simple), if any, reflected as an asset on the most recent balance sheet forming part of the Financial Statementsto, or held by the Company or any of its Subsidiaries for use in its business if not so reflecteda valid leasehold interest in, and good indefeasible and merchantable title to all other assets, tangible and intangible (excluding leased property)intangible, reflected on such balance sheetthe Most Recent Balance Sheet, or held used by one or more of the Company or any of its Subsidiaries for use Auto Entities in its business if not so reflected, or purported to have been acquired by an Auto Entity since the Company or any of its Subsidiaries since such dateBalance Sheet Date, except inventory sold or depletedreceivables sold, or property, plant and other equipment used up or retired, since such datethe Balance Sheet Date, in each case in the ordinary course of business consistent with past practice of the Company and its Subsidiariesrelevant Auto Entity, free and clear of all Liens, except such as are reflected in the most recent balance sheet, or the notes thereto, forming part of the Financial Statements or set forth in Section 3.5(aPermitted Liens. (c) of the Disclosure Schedule. Except for financing statements evidencing Permitted Liens referred to in the preceding sentence (a true, correct and complete list and description of which is set forth in Section 3.5(a) of the Disclosure ScheduleSchedule 2.4 hereto), to the Company's knowledge, no financing statements under the Uniform Commercial Code and no other filing which names the Company or any of its Subsidiaries Auto Entity as debtor or which covers or purports to cover any of the property of the Company or any of its Subsidiaries Auto Entity is on file in any state or other jurisdiction, and neither the Company nor any Subsidiary no Auto Entity has signed or agreed to sign any such financing statement or filing or any security agreement authorizing any secured party thereunder to file any such financing statement or filing. . (d) Each Lease or other occupancy or other agreement lease under which the Company or any of its Subsidiaries Auto Entity holds real or personal property (other than miscellaneous office equipment and the like with a fair market value of less than $15,000) constituting a part of the assets and property of any such Auto Entity is in full force and effect, has been duly authorized, executed and delivered by the Company or Subsidiary, as the case may berelevant Auto Entity, and, to the Company's its knowledge, by each of the other parties thereto. Each such Lease , and is a legal, valid and binding obligation of the Company or a Subsidiary, as the case may berelevant Auto Entity, and, to the Company's its knowledge, each of each the other party parties thereto, enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Each One or more of the Company and its Subsidiaries Auto Entities has (and, upon Acquisition Effectiveness, one or more of the Drive Entities will have) a valid leasehold interest in and enjoys (and, upon and immediately after Acquisition Effectiveness, one or more of the Drive Entities will enjoy) peaceful and undisturbed possession under all Leases leases pursuant to which it any Auto Entity now holds any such real property or tangible personal property, none subject to the terms of which contains any provision which would impair the Company's ability to use such property as it is currently used by the Company, except as described in Section 3.5(a) of the Disclosure Scheduleeach lease and Applicable Law. All of such Leases leases are valid and subsisting and in full force and effect. Neither the Company nor any of its Subsidiaries ; no Auto Entity nor, to the Company's its knowledge, any other party thereto, is in default in the performance, observance or fulfillment in any material respects of any obligation, covenant or condition contained in any such Leaselease. (be) Section 3.5(b) Upon Acquisition Effectiveness, Drive will be entitled to use in its business and that of the Disclosure Schedule contains a trueother Drive Entities all software currently used by Auto and the other Auto Entities in their respective businesses, correct and complete description of including without limitation the right to use all real estate owned or leased by the Company or any of its Subsidiaries and all Leases and an identification of all material items of fixed assets and machinery and equipment. None of the fixed assets and machinery and equipment is subject to contracts of sale, and none is held by the Company or any of its Subsidiaries as lessee or as conditional sales venue under any Lease or conditional sales contract and none is subject to any title retention agreement, except as set forth in Section 3.5(b) of the Disclosure Schedule. The real property (other than land), fixtures, fixed assets and machinery and equipment are in a state of good repair and maintenance and are in good operating condition, reasonable wear and tear excepted. (c) Except as set forth in Section 3.5(c) of the Disclosure Schedule: (i) all real property owned or leased by the Company or any of its Subsidiaries conforms to and complies with all applicable title covenants, conditions, restrictions and reservations and all Environmental Laws and all applicable zoning, wetlands, land use software and other Applicable Law, and (ii) neither the Company nor any Subsidiary, nor, to the knowledge of the Company, any landlord, tenant or other occupant or user of any such real property, has used such real property for the storage or disposal of Hazardous Materials or engaged in the business of storing or disposing of Hazardous Materials, except for use in the ordinary course of business of the type conducted services provided by the CompanyPeopleSoft.