Common use of Title to Property; Encumbrances Clause in Contracts

Title to Property; Encumbrances. (a) TRG has, and immediately prior to the Closing TRG will have, good, clear and marketable title to all real property and good, clear and valid title to all personal property reflected on the Interim Financial Statements and all real property and personal property acquired by TRG since October 27, 2012, in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and (ii) for Permitted Liens. The term “Permitted Liens,” as used in this Agreement, shall mean (i) statutory liens for taxes or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRG. (b) All real property, personal property leases and licenses pursuant to which TRG leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property lease, license or personal property lease, any existing default or event of default of TRG or any other party thereto. Schedule 4.6(b) hereto contains a list of all real property leases, licenses and personal property leases under which TRG is the lessee or licensee. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG does not own any real property.

Title to Property; Encumbrances. (a) TRG hasThe LaTex Entities, either directly or indirectly, have (and immediately prior as of the Closing will have) good and defensible title to the Closing TRG will have, good, clear and marketable title to all real property and good, clear and valid title to all personal property reflected on the Interim Financial Statements and all real property and personal property acquired by TRG since October 27, 2012, in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and (ii) for Permitted Liens. The term “Permitted Liens,” as used in this Agreement, shall mean (i) statutory liens for taxes or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRGLaTex Interests. (b) All real property, personal property leases and licenses pursuant to which TRG leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any The LaTex Entities own no real property lease, license or personal property lease, any existing default or event other than the LaTex Interests. Section 4.29 of default of TRG or any other party thereto. the LaTex Disclosure Schedule 4.6(b) hereto contains sets forth a complete --------------------------------------------- list of all real property leasesother than the LaTex Interests that the LaTex Entities lease or sublease, licenses and personal property leases under which TRG is the lessee lease or licenseesublease provides for payments at an annual rate in excess of $25,000. True LaTex has delivered to Alliance correct and complete copies of all real property leasessuch leases and subleases (the "LaTex Real Property Leases"). With respect to each such Real Property Lease: (i) each LaTex Real Property Lease is legal, licenses valid, binding, enforceable and personal property leases listed in full force and effect; (ii) each LaTex Real Property Lease will continue to be legal, valid, binding, enforceable and in full force and effect on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of identical terms following the consummation of the transactions contemplated by this Agreement. TRG does not own hereby; (iii) to the knowledge of the LaTex Entities, no party to any LaTex Real Property Lease is in breach or default and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; (iv) to the knowledge of the LaTex Entities, no party to any LaTex Real Property Lease has repudiated any provision thereof; (v) to the knowledge of the LaTex Entities, there are no disputes, oral agreements or forbearance programs in effect as to any LaTex Real Property Lease; (vi) with respect to each sublease included as a LaTex Real Property Lease, the representations and warranties set forth in subsections (i) and (v) above are true and correct with respect to the underlying lease; (vii) none of the LaTex Entities has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (viii) to the knowledge of the LaTex Entities, all facilities leased or subleased thereunder have received all approvals of all Governmental Entities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws and regulations; (ix) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities; and (x) to the knowledge of the LaTex Entities, the owner of the facility leased or subleased has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant or other restriction, except for installments of special easements not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value or the marketability of title, of the property subject thereto. (c) The LaTex Entities, either directly or indirectly, have (and as of the Closing will have) good and defensible title to and other legal right to use all properties and assets, real, personal and mixed, tangible and intangible (other than the LaTex Interests), reflected as owned on the latest balance sheet included in the LaTex Financial Statements of the relevant entity or acquired alter the date of such balance sheet, except for properties and assets disposed of in accordance with customary practice in the business or disposed of for full and fair value since the date of such balance sheet in the ordinary course of business consistent with past practice and except for matters that would not have a Material Effect. (d) There are no properties (real, personal or mixed, tangible or intangible) owned by any LaTex Stockholders or any Affiliate of the LaTex Stockholders that are used in the normal day-to-day operations of the LaTex Entities as conducted prior to the Closing Date. (e) The properties and assets described in (a), (b) and (c) above are free and clear of any and all Encumbrances, except the Permitted Encumbrances.

Title to Property; Encumbrances. (a) TRG Each of CSI and CCSI has, and immediately prior to the Closing TRG each of CSI and CCSI will have, good, clear and marketable title to all real property and good, clear and valid title to all personal property reflected on the Interim Financial Statements and all real property and personal property acquired by TRG CSI and CCSI since October 27June 30, 20122013, in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and (ii) for Permitted Liens. The term “Permitted Liens,” as used in this Agreement, shall mean (i) statutory liens for taxes or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRGCSI or CCSI, as applicable. (b) All real property, personal property leases and licenses pursuant to which TRG CSI or CCSI leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property lease, license or personal property lease, any existing default or event of default of TRG CSI, CCSI or any other party thereto. Schedule 4.6(b) hereto contains a list of all real property leases, licenses and personal property leases under which TRG CSI and/or CCSI is the lessee or licensee. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG does CSI and CCSI do not own any real property.

Title to Property; Encumbrances. (a) TRG The Company has, and immediately prior to the Closing TRG will have, good, clear valid and marketable title in fee simple to all real property Real Property and good, clear and valid title to all personal property reflected on the Interim Financial Statements Balance Sheet as owned by the Company and all real property Real Property and personal property acquired by TRG the Company since October 27, 2012the Balance Sheet Date, in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and 4.5(a), (ii) for Permitted Liens. The term “Permitted Liens,” as used sales and other dispositions of inventory in this Agreementthe Ordinary Course since the Balance Sheet Date which, shall mean (i) statutory liens for taxes or assessments in the aggregate, have not at the time duebeen materially different from prior periods, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRGPermitted Liens. (b) All Schedule 4.5(b). contains a true and complete list and legal description of each parcel of Owned Real Property and a general description of each Structure situated thereon. The Shareholders have heretofore furnished to Purchaser true and complete copies of all deeds, other instruments of title and policies of title insurance indicating and describing the Company's ownership of the Owned Real Property, as well as copies of any surveys or environmental reports relating to the real property, . (c) Schedule 4.5(c). contains a list of all tangible personal property having a cost or fair market value in excess of Five Thousand Dollars ($5,000.00) owned by the Company (other than personal property held by the Company as lessee under a personal property lease). (d) Schedule 4.5(d) contains a list of all real property leases, uses, licenses, permits, and personal property leases under which the Company is the lessee or licensee, together with (i) the location and nature of each of the leased or licensed properties (including a legal description of all Leased Real Property), (ii) the termination date of each such lease or license, (iii) the name of the lessor or licensor and (iv) all rental and other payments made or required to be made for the fiscal years ending December 31, 1995 and December 31, 1996. All leases and licenses pursuant to which TRG the Company leases or licenses from others real or personal property are valid, subsisting in full force and effective effect in accordance with their respective terms, and there is not, under any real property lease, license or personal property leaselease or license, any existing default or event of default (or event that, with notice or passage of TRG time, or any both, would constitute a default, or would constitute a basis of force majeure or other party thereto. Schedule 4.6(b) hereto contains a list claim of all real property leases, licenses and personal property leases under which TRG is the lessee excusable delay or licenseenonperformance). True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b4.5(d) hereto have been delivered to Purchaser heretofore, as well as copies of any title reports, surveys or environmental reports or audits relating to any Leased Real Property. Except as set forth on said in Schedule 4.6(b4.5(d), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG For the purposes of this Section 4.5(d), a "lease" shall include a sublease. (e) All personal property owned by the Company and all personal property held by the Company pursuant to personal property leases is in good operating condition and repair, subject only to ordinary wear and tear, has been operated, serviced and maintained properly within the recommendations and requirements of the manufacturers thereof (if any) and is suitable and appropriate for the use thereof made and proposed to be made by the Company in its business and operations. The Real Property and personal property described in Sections 4.5(a), 4.5(b) and 4.5(c) and the Real Property and personal property held by the Company pursuant to the leases and licenses described in Schedule 4.5(d) compromise all of the real property and personal property used in the conduct of business of the Company. (f) Except as set forth in Schedule 4.5(f): (i) The Company is not in violation of, or default under, any Legal Requirement pertaining to any of the Real Property. No notice of violation of any Legal Requirement, or of any covenant, condition, restriction or easement affecting any Real Property or with respect to the use or occupancy thereof, has been given by any Person; (ii) All of the Structures (A) are in good operating condition and repair, (B) are adequate and suitable for the purposes for which they are currently and proposed to be used, and (C) are supplied with utilities and other services necessary for the operation of such Structures, and the business conducted by the Company therein, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are maintained in accordance with all Legal Requirements and are provided via permanent, irrevocable, appurtenant easements in favor of the Company; (iii) No condemnation proceeding is pending or, to the knowledge of the Shareholders, threatened which would impair the occupancy, use or value of any Real Property; (iv) No Structure, nor the operations of the Company therein or thereon, (A) is located outside of the boundary lines of the described parcel of land on which it is located, (B) is in violation of applicable setback requirements, zoning laws, or ordinances, (C) is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications or (D) encroaches on any property owned by, or easement granted in favor of, any Person; (v) There are no (A) leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other Person the right to acquire, use or occupy any portion of, any Real Property, (B) outstanding options or rights of first refusal to purchase all or any portion of Real Property or interest therein, and (C) Persons (other than the Company) in possession of any Real Property; (vi) Each parcel of Owned Real Property (A) is fully and adequately described in the legal description therefor contained in the deed thereof, (B) abuts a paved public right-of-way, (C) does not own serve any real propertyadjoining property for any purpose inconsistent with the use of the land, and (D) 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; and (vii) With respect to each item of Leased Real Property, (A) to the Shareholders' knowledge, the owner thereof has good and marketable title thereto, free and clear of all Liens other than (I) recorded easements, covenants and restrictions that do not impair the current use, occupancy or value thereof and (II) the leasehold interest of the Company, (B) there is adequate ingress and egress (and a continuing right thereto), without the need for an easement, between paved public rights-of-way and such Leased Real Property and (C) the Company has not sold, transferred or subjected to a Lien such Leased Real Property or any interest therein.

Title to Property; Encumbrances. (a) TRG Target has, and immediately prior to at the Closing TRG will have, good, clear and marketable title to all real property and good, clear good and valid title to its property (tangible and intangible), including without limitation, all personal property reflected on on, or included in, the Interim balance sheet (the "Balance Sheet") included in the Financial Statements as owned by Target, and all real property and personal property acquired by TRG Target since October 27, 2012the date of the last Balance Sheet supplied to Parent (the "Balance Sheet Date"), in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and 4.12 hereto, (ii) for sales and other dispositions in the usual and ordinary course of business since the Balance Sheet Date for not less than the carrying value thereof and (iii) Permitted LiensLiens (as hereinafter defined). The term “Permitted "Liens,” ", as used in this Agreement, shall mean all liens, mortgages, security interests, pledges, deeds of trust, options, adverse claims or other charges and encumbrances (i) statutory including, without limitation, any conditional sale or other title retention agreement or lease in the nature thereof as to which Target is the buyer or lessee, any sale of receivables with recourse against Target or any other person except the account debtor, any filing or agreements to file a financing statement as a debtor under the Uniform Commercial Code or any similar statute of any jurisdiction to reflect ownership by a third party of property leased to Target under a lease that is not in the nature of a conditional sale or title retention agreement, or any subordination arrangement in favor of any person). The term "Permitted Liens", as used in this Agreement, shall mean liens for ad valorem real or personal property taxes or assessments accrued since the Balance Sheet Date but not at the time due, (ii) due and liens in respect of pledges or deposits under workers’ ' compensation laws or similar legislation, (iii) carriers’', warehousemen’s's, mechanics’', laborers’ ' and material men’s liens materialmen's and similar liens, accrued since the Balance Sheet Date if the obligations secured by such liens are not then delinquent, (iv) encumbrances delinquent and arose in the nature ordinary course of zoning restrictionsbusiness consistent with past practices, easements, rights or restrictions of record together with liens that are specifically identified on the use of real property if the same do not detract from the value of the property encumbered thereby Balance Sheet or impair the use of such property in the business of TRGnotes thereto. (b) All real property, personal property leases and licenses pursuant to which TRG leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property lease, license or personal property lease, any existing default or event of default of TRG or any other party thereto. Schedule 4.6(b) hereto contains a list of all real property leases, licenses and personal property leases under which TRG is the lessee or licensee. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG does not own any real property.

Title to Property; Encumbrances. of the Seller Disclosure Schedule contains a complete and accurate list of all real property, leaseholds or other interests therein owned by Seller or any Other Acquired Company. Seller has delivered or made available to Buyer copies of the deeds and other instruments (aas recorded) TRG hasby which Seller and/or the Other Acquired Companies acquired such real property and interests, and immediately prior copies of all title insurance policies, opinions, abstracts and surveys in the possession of Seller or the Other Acquired Companies and relating to such property or interests. Seller and the Closing TRG will have, good, clear Other Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all real property the properties and goodassets (whether real, clear personal or mixed and valid title whether tangible or intangible) that they purport to own, including all of properties and assets reflected in the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in SECTION 2.8 of the Seller Disclosure Schedule and the personal property reflected on sold since the date of the Interim Financial Statements Balance Sheet, as the case may be, in the Ordinary Course of Business), and all real property of the properties and assets purchased or otherwise acquired (by Seller and/or the Other Acquired Companies since the date of the Interim Balance Sheet (except for personal property acquired by TRG and sold since October 27the date of the Interim Balance Sheet in the Ordinary Course of Business and consistent with past practice), 2012, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in each case SECTION 2.8 of the Seller Disclosure Schedule). All material properties and assets reflected in the Interim Balance Sheet are free and clear of all Liens except Encumbrances and are not, in the case of real property, subject to any right of way, building use restriction, exception, variance, reservation or limitation of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due and (d) with respect to real property, (i) as set forth on Schedule 4.6(a) hereto minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto or impairs the operations of Seller or any Other Acquired Company and (ii) for Permitted Liens. The term “Permitted Liens,” as used in this Agreement, shall mean (i) statutory liens for taxes or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation zoning laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or other land use restrictions of record on the use of real property if the same that do not detract from impair the value present or anticipated use of the property encumbered thereby or impair subject thereto. All buildings, plants and structures owned by Seller and the use Other Acquired Companies lie wholly within the boundaries of such property in the business of TRG. (b) All real property, personal property leases and licenses pursuant to which TRG leases or licenses from others real or personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property leaseowned by Seller and the Other Acquired Companies and do not encroach upon the property of, license or personal otherwise conflict with the property leaserights of, any existing default or event of default of TRG or any other party thereto. Schedule 4.6(b) hereto contains a list of all real property leases, licenses and personal property leases under which TRG is the lessee or licensee. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b) hereto have been delivered to Purchaser heretofore. Except as set forth on said Schedule 4.6(b), no such lease or license will require the consent of the lessor or licensor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG does not own any real propertyPerson.

Title to Property; Encumbrances. (a) TRG The Company or its Subsidiaries, as the case may be, has, and immediately prior to at the Closing TRG will have, good, clear valid and marketable title in fee simple to all real property Owned Real Property and good, clear and valid title to all personal property reflected on the Interim Financial Statements Latest Unaudited Year-End Balance Sheet as owned by the Company and its Subsidiaries and all real property Owned Real Property and personal property acquired by TRG since October 27the Company and its Subsidiaries subsequent to December 31, 201222 2001 (the "Balance Sheet Date"), in each case free and clear of all Liens except (i) as set forth on Schedule 4.6(a) hereto and 4.5(a), (ii) for sales and other dispositions of inventory in the Ordinary Course since the Balance Sheet Date which, in the aggregate, have not been materially different from prior periods, and (iii) Permitted Liens. The term “Permitted Liens,” Notwithstanding anything to the contrary herein, all Owned Real Property and all personal property is being delivered hereunder "as used in this Agreementis, shall mean (i) statutory liens for taxes where is" without any representations or assessments not at the time due, (ii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, (iii) carriers’, warehousemen’s, mechanics’, laborers’ and material men’s liens if the obligations secured by such liens are not then delinquent, (iv) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the use of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the business of TRGwarranties except as specifically set forth herein. (b) All Schedule 4.5(b) contains a true and complete list of each parcel of Owned Real Property and a general description of each Structure situated thereon. The Shareholder has heretofore furnished to Purchaser true and complete copies of all deeds, other instruments of title and policies of title insurance indicating and describing the Company's ownership of the Owned Real Property, as well as copies of any surveys or environmental reports relating to the real property, . (c) Schedule 4.5(c) contains a list of all tangible personal property leases and licenses pursuant to which TRG leases having a cost or licenses from others real net book value in excess of One Hundred Thousand Dollars ($100,000.00) owned by the Company or any of its Subsidiaries (other than personal property are valid, subsisting and effective in accordance with their respective terms, and there is not, under any real property lease, license or personal property lease, any existing default or event of default of TRG held by the Company or any other party thereto. of its Subsidiaries as lessee under an operating lease). (d) Schedule 4.6(b4.5(d)(i) hereto contains a list of all real property leases, licenses and licenses, personal property leases and conditional sales agreements under which TRG the Company or any of its Subsidiaries is the lessee lessee, licensee or licenseepurchaser, together with (i) the location and nature of each of the subject properties, (ii) the termination date of each such lease, license or agreement, (iii) the name of the lessor, licensor or conditional sale vendor and (iv) all rental and other payments required to be made for the fiscal year ending December 31, 2002. True and complete copies of all real property leases, licenses and personal property leases listed on said Schedule 4.6(b4.5(d)(i) hereto have been delivered to Purchaser heretofore, as well as copies of any title reports, surveys or environmental reports or audits relating to any Leased Real Property. Except as set forth on said in Schedule 4.6(b4.5(d)(ii), no such lease lease, license or license agreement will require the consent of the lessor lessor, licensor or licensor vendor to or as a result of the consummation of the transactions contemplated by this Agreement. TRG For the purposes of this Section 4.5(d), a "lease" shall include a sublease. Each of the leases, licenses and agreements set forth on Schedule 4.5(d) is in full force and effect and is valid, binding and enforceable in accordance with its respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally (the "Bankruptcy Exception"). No event or condition has happened or exists which constitutes a material default or breach or, after notice or lapse of time or both, would constitute a material default or breach by the Company or any of its Subsidiaries, or to the Company's and the Shareholder's knowledge, any other party under and of such leases, licenses or agreements. There does not own exist any real propertysecurity interest, lien, encumbrance or claim of others created or suffered to exist on any interest created under any of the leases, licenses and agreements set forth on Schedule 4.5(d)(i) (except for those that result from or relate to leased assets). (e) The Owned Real Property and personal property described in Sections 4.5(a), 4.5(b) and 4.5(c) and the Leased Real Property and personal property held by the Company or its Subsidiaries pursuant to the leases and licenses described in Schedule 4.5(d)(i) comprise all of the Real Property and personal property used in the conduct of business of the Company and its Subsidiaries.